UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report:  September 27, 2017

Anchor Bancorp
(Exact name of registrant as specified in its charter)
 
Washington 001- 34965
26-3356075
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
 
601 Woodland Square Loop, SE
Lacey, Washington  98503
(Address of principal executive offices and zip code)

(360) 491-2250
(Registrant's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[X]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
 


Item 1.01 Entry Into a Material Definitive Agreement.

On September 27, 2017, Washington Federal, Inc. ("Washington Federal") and Anchor Bancorp ("Anchor") entered into Amendment No. 1 ("Amendment No. 1") to the Agreement and Plan of Merger (the "Merger Agreement") dated as of April 11, 2017 by and between Washington Federal and Anchor.  Amendment No. 1 is attached as Exhibit 2.1 to this Report.
Some of the key provisions contained in Amendment No. 1 are as follows:
·   Extends from  December 31, 2017 to June 30, 2018 the date after which either party may elect to terminate the Merger Agreement if the merger transaction ("Merger") contemplated by the Merger Agreement has not yet been completed.  Amendment No.1 also provides for up to three additional six month extensions beyond June 30, 2018.
·   The value of the per share consideration to be received by Anchor shareholders will be determined based on 100.7% of Anchor's tangible common equity (adjusted to include the balance of the ESOP loan) as of the quarter ending immediately prior to the Closing Date and the average trading price of Washington Federal's common stock during a specified period prior to the Closing Date.
·    Reduces the termination fee Anchor would be required to pay Washington Federal, under certain circumstances, from $2,236,500 to 1.5% of the aggregate merger consideration.
·   Anchor is permitted to pay a dividend on its common stock or repurchase its common stock as long as it does not reduce its tangible common equity to assets ratio below 12%.
·   Clarifies that a "burdensome condition" (i.e., a condition to regulatory approval of the merger that would be a basis for Washington Federal not to complete the Merger) does not include any condition imposed on Washington Federal, or its subsidiary Washington Federal, National Association, related to its Bank Secrecy Act ("BSA") program.
·   Provides that the registration statement on Form S-4 will not go effective, and the special meeting of Anchor shareholders to vote on the Merger will not be called until the receipt of all regulatory approvals for the Merger;
· Washington Federal will provide information to Anchor on Washington Federal's progress in refiling the regulatory applications and obtaining regulatory approvals for the Merger, subject to the limitations contained in applicable law.
· In order for Anchor to have a greater flexibility in retaining employees through the closing of the Merger, Amendment No. 1 provides Anchor with the right to pay retention incentives and to hire replacements for terminated executive officers at increased salaries.
The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 1. Except as explicitly provided in Amendment No. 1, the Merger Agreement remains in full force and effect as originally
 
 
executed on April 11, 2017.  The Merger Agreement as originally entered into is contained in Exhibit 2.1 to the Form 8-K that was filed by Anchor with the Securities and Exchange Commission ("SEC") on April 13, 2017.

Item 8.01 Other Events.

On September 27, 2017, Washington Federal and Anchor issued a joint press release in connection with Amendment No. 1.  A copy of the joint press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Forward Looking Statements

This Report contains statements about Washington Federal's and Anchor's future that are not statements of historical fact. These statements are "forward-looking statements" for purposes of applicable securities laws, and are based on current information and/or management's good faith belief as to future events. The words "believe," "expect," "anticipate," "project," "should," and similar expressions signify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance. By their nature, forward-looking statements involve inherent risk and uncertainties, which change over time; and actual performance could differ materially from those anticipated by any forward-looking statements. Washington Federal and Anchor undertake no obligation to update or revise any forward-looking statement. In addition to factors previously disclosed in Washington Federal's and Anchor's SEC reports (accessible on the SEC's website at www.sec.gov and on Washington Federal's website at www.washingtonfederal.com and Anchor's website at www.anchornetbank.com ), and elsewhere in this Report, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and meet other closing conditions to the Merger, including approval by Anchor's shareholders, on the expected terms and schedule; the potential delay in closing the Merger beyond the date after which either party can terminate the Merger Agreement; the success, timeliness and cost of Washington Federal's remediation efforts; actions of government authorities; the success, timing and ability to pursue Washington Federal's and Anchor's growth or other business initiatives; and the ability of Washington Federal and Anchor to retain customers and personnel.

Additional Information
In connection with the proposed transaction, Washington Federal has filed a registration statement on Form S-4 with the SEC that contains a proxy statement/prospectus to be distributed to the shareholders of Anchor in connection with their vote on the Merger. Each party will also file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision regarding the transaction, shareholders of Anchor are encouraged to read the registration statement and any other relevant documents filed with the SEC, including the proxy statement/prospectus that will be part of the registration statement, as well as any amendments or supplements to these documents, when they become available, because they will contain important information about the Merger. The final proxy statement/prospectus will be mailed to shareholders of Anchor. Investors and security holders will be able to obtain the documents free of charge at the SEC's website, www.sec.gov. In addition, documents filed with the SEC by Washington
 
 
Federal will be available free of charge by accessing Washington Federal's website at www.washingtonfederal.com   or by writing Washington Federal at 425 Pike Street, Seattle, WA 98101, Attention: Investor Relations or calling (206) 626-8178, or by writing Anchor at 601 Woodland Square Loop SE, Lacey, WA 98503, Attention: Corporate Secretary or calling (360) 537-1388.

Participants in this Transaction
Washington Federal, Anchor, their directors, executive officers and certain other persons may be deemed to be participants in the solicitation of proxies from Anchor shareholders in favor of the approval of the merger. Information about the directors and executive officers of Washington Federal and their ownership of Washington Federal stock is included in the proxy statement for its 2017 annual meeting of shareholders, which was filed with the SEC on December 9, 2016. Information about the directors and executive officers of Anchor and their ownership of Anchor stock is set forth in the proxy statement for its 2016 annual meeting of shareholders, which was filed with the SEC on September 9, 2016, and also will be included in the proxy statement/prospectus for the merger. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the registration statement and the proxy statement/prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

Item 9.01  Financial Statements and Exhibits

 
(d)
Exhibits
 
 
 
 
 
 
2.1
Amendment No. 1 dated as of September 27, 2017, to the Agreement and Plan of Merger, dated as of April 11, 2017,  by and between Washington Federal, Inc. and Anchor Bancorp
       
    99.1
Joint press release of Washington Federal, Inc. and Anchor Bancorp dated September 27, 2017. 
 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
ANCHOR BANCORP
 
 
 
 
 
 
 
 
 
 
 
 
Date: September 27, 2017
 
By:
/s/Jerald L. Shaw _____________________
 
 
 
Jerald L. Shaw
 
 
 
President and Chief Executive Officer


EXHIBIT INDEX


Exhibit No.
Description
 
 
2.1
Amendment No. 1 to the Agreement and Plan of Merger, dated as of September 27, 2017, by and between Washington Federal, Inc. and Anchor Bancorp
   
99.1
Joint press release of Washington Federal, Inc. and Anchor Bancorp dated September 27, 2017.
 



Exhibit 2.1
 
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 (this " Amendment ") to the Agreement and Plan of Merger dated as of April 11, 2017 (the " Agreement "), is made and entered into as of September 27, 2017, by and between Washington Federal, Inc., a Washington corporation (" Washington Federal "), and Anchor Bancorp, a Washington corporation (" Anchor ", and together with Washington Federal, the " Parties " and each, a " Party ").
RECITALS
A.   As provided in Section 8.5 of the Agreement, the parties may amend the terms of the Agreement by an instrument in writing, signed by the parties.
B.   The parties hereto desire to enter into this Amendment upon the terms and conditions set forth herein.
C.   All capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Agreement.
AGREEMENT
1.   Amendment to Section 1.4(b) . Section 1.4(b) of the Agreement is hereby replaced it in its entirety with the following:
(b)   Subject to Sections 1.4(c) and 1.4(d), each share of common stock, $0.01 par value, of Anchor (" Anchor Common Stock ") issued and outstanding immediately prior to the Effective Time (which shall consist of 2,504,470 shares of Anchor Common Stock outstanding on the date hereof), including Trust Account Common Shares and DPC Common Shares (as such terms are defined in Section 1.4(c)), but excluding any Cancelled Shares (as defined Section 1.4(c) ) and Dissenting Shares (as defined in Section 1.4(d) ), shall be converted, in accordance with the procedures set forth in Article II , into the right to receive a fraction of a share of Washington Federal Common Stock equal to the quotient of (a) the Anchor TBV Price (as defined below) divided by (b) the Washington Federal Average Closing Price (as defined below) rounded to the nearest one ten thousandth (the "Exchange Ratio") (the " Merger Consideration "), subject to possible adjustment pursuant to Section 1.4(e) below. "Anchor TBV Price" means the product obtained by multiplying (a) 100.7% by (b) Anchor's Tangible common equity, plus the amount of the ESOP loan indebtedness, per common share (calculated consistent with the financial statements contained in Anchor's annual report on Form 10-K for the fiscal year ended June 30, 2017) as of the end of the quarter immediately preceding the Closing Date. " Washington Federal Average Closing Price " means the average of the volume weighted price (rounded to the nearest one ten thousandth) of Washington Federal Common Stock on the Nasdaq Stock Market, Inc. (" Nasdaq ") for the twenty (20) trading days ending on the fifth trading day immediately preceding the Closing Date (as defined in Section 9.1 ). All of the shares of Anchor Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Anchor Common Stock (each, an " Existing Certificate "), (it being understood that any reference to an "Existing Certificate" shall be deemed, as appropriate, to include reference to
 
 
book-entry account statements relating to the ownership of Anchor Common Stock, and it being further understood that provisions herein relating to Existing Certificates shall be interpreted in a manner that appropriately accounts for book-entry shares, including that, in lieu of delivery of an Existing Certificate and a letter of transmittal as specified herein, shares held in book-entry form may be transferred by means of an "agent's message" to the Exchange Agent or such other similar evidence of transfer as the Exchange Agent may reasonably request), shall thereafter represent only the right to receive the Merger Consideration including any cash in lieu of a fractional share interest into which the shares of Anchor Common Stock represented by such Existing Certificate have been converted pursuant to this Section 1.4 and Section 2.3(f) , as well as any dividends as provided in Section 2.3(c).
2.   Amendment to Section 6.1(a) . The third sentence of Section 6.1(a) of the Agreement is hereby amended by replacing the clause "as promptly as practicable after such filing" with the words "as promptly as practicable after receipt of all Requisite Regulatory Approvals."
3.   Amendment to Section 6.3 . Section 6.3 is hereby amended by adding the following clause at the end of subsection (i)(A): "and all Requisite Regulatory Approvals have been received."
4.   Amendment to Section 7.1(e) . Section 7.1(e) of the Agreement is hereby amended by adding the following clause immediately prior to the defined term ("Unduly Burdensome Condition"): ", but excluding any conditions or requirements imposed by any Regulatory Agency with respect to procedures, systems and processes of Washington Federal or Washington Federal, National Association, relating to its Bank Secrecy Act program."
5.   Amendment to Section 8.1(c) . Section 8.1(c) of the Agreement is hereby amended by replacing the reference to "December 31, 2017" with the words "June 30, 2018." Section 8.1(c) will be automatically extended by three (3) additional six (6) month periods (December, 31, 2018, June 30, 2019 and December 31, 2019) unless either Party provides prior written notice to the other Party no later than thirty (30) days prior to the end of such period that it does not consent to such automatic extension.
6.   Amendment to Section 8.1(h). Section 8.1(h) is hereby deleted.
7.   Amendment to Section 8.4(a) . Section 8.4(a) of the Agreement is hereby amended by replacing "$2,236,500" with  "one and one-half percent (1½%) of the Merger Consideration."
8.   Access . Subject to Section 6.2(e) of the Agreement and applicable law, Washington Federal shall provide Anchor with access on a timely basis to all information requested by Anchor that is reasonably necessary for Anchor to assess Washington Federal's progress in moving toward refiling of the regulatory applications and obtaining regulatory approvals.
9   Permitted Actions . Notwithstanding any provision of the Agreement (including Section 5.1 or 5.2) to the contrary, the parties hereby agree to the matters set forth on Annex A hereto. The parties shall reasonably cooperate with respect to such matters.
 
2
10.   No Further Amendments . Except as expressly amended hereby, the Agreement is in all respects ratified and confirmed, and all the terms, conditions and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein.
11.   Effect of Amendment . This Amendment shall form a part of the Agreement for all purposes, and each Party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the Parties, any reference to the Agreement shall be deemed a reference to the Agreement as amended hereby.
12.   Counterparts . This Amendment may be executed in two or more counterparts (including by facsimile or other electronic means), all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other Party, it being understood that each Party need not sign the same counterpart.
13.   Severability . Whenever possible, each provision or portion of any provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Amendment is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Amendment shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.
14.   Governing Law . This Amendment and all disputes or controversies arising out of or relating to this Amendment or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Washington, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Washington.
15.   Headings . The headings used in this Amendment are inserted for purposes of convenience of reference only and shall not limit or define the meaning of any provisions of this Amendment.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, Washington Federal and Anchor have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written.
 
 
WASHINGTON FEDERAL, INC.
 
 
 
 
 
 
 
By: /s/Brent J. Beardall                                        
 
Name:  Brent J. Beardall
 
Title: President and Chief Executive Officer
 
 
 
 
 
 
 
ANCHOR BANCORP
 
 
 
 
 
By: /s/Jerald L. Shaw                                          
Name:  Jerald L. Shaw
Title:  President and Chief Executive Officer
 




 
4

Annex A
1.   Section 5.2(c) of the Agreement is hereby modified to provide that either (a) Anchor may declare and pay a cash dividend or distribution on its common stock that does not reduce its tangible common equity to tangible assets ratio below 12% as of any quarter end or, alternatively (b) Anchor may elect to adopt a stock buyback program whereby Anchor would repurchase its shares on the open market so long as such buyback does not reduce its tangible common equity to tangible assets ratio below 12% as of any quarter end). Prior to the declaration of a cash dividend or distribution or the adoption of a stock buyback program, as the case may be, Anchor will confer with Washington Federal and use its reasonable efforts to ensure that no such action would result in a material decline in Anchor's capital ratios.
2.   Section 5.2(d) of the Agreement is hereby modified to provide for the following:
           a.    Anchor may offer specific retention incentives (including bonuses) to certain employees as needed, provided that the benefits payable pursuant to any such retention incentives will not exceed $1.5 million in the aggregate. Anchor will provide notice to Washington Federal of each new retention incentive arrangement. Such retention incentives will not be included in the determination of any severance benefits or payments to be made pursuant to any Anchor Benefit Plans or employment agreements.
           b.    Anchor will have the ability to hire replacement executive officers as needed with individual salaries not to exceed 115% the salaries of the executive being replaced. Anchor will have the ability to permit such executives to participate in the Anchor Bank Severance Plan. Anchor will provide notice to Washington Federal of each such new hire.
            c.     Section 5.2(d)(iv) of the Agreement is hereby amended by replacing "$5,000" with "$50,000."

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Exhibit 99.1

   
 

      

 
Washington Federal, Inc.
425 Pike Street
Seattle, WA 98101
Contact: Brad Goode
206-626-8178
 
 
 Anchor Bancorp
601 Woodland Square Loop SE
Lacey, WA 98503
Contact: Jerald L. Shaw
360-491-2250


Wednesday, September 27, 2017
FOR IMMEDIATE RELEASE

Washington Federal and Anchor Bancorp Announce Extension of Merger Agreement


SEATTLE AND LACEY, WASHINGTON – Washington Federal, Inc. ("Washington Federal") (NASDAQ: WAFD) and Anchor Bancorp ("Anchor") (NASDAQ: ANCB) announced today that they have mutually agreed to amend their merger agreement, that was entered into on April 11, 2017. The amendment extends from December 31, 2017 to June 30, 2018 the date after which either party can elect to terminate the agreement if the transaction contemplated by the agreement (the "Merger") has not yet been completed.
The need for the amendment was due to the identification of certain issues with respect to procedures, systems and processes of Washington Federal's bank subsidiary, Washington Federal, National Association, relating to its Bank Secrecy Act ("BSA") program. Washington Federal is taking proactive steps to remediate these issues. Given that these remediation efforts likely would impact regulatory approvals necessary to consummate the Merger, Washington
 
Washington Federal and Anchor Bancorp Announce Extension
Page 2
Federal has decided to withdraw its regulatory applications relating to the Merger and resubmit them after the remediation has progressed. The amendment to the merger agreement also provides for up to three additional six month extensions beyond June 30, 2018, and addresses certain Anchor operational matters in light of the extension. There can be no assurance that the Merger will be completed by the extended termination date or any further extended date.
Washington Federal's President and Chief Executive Officer Brent Beardall commented, "We are disappointed that we will not be able to complete the Anchor transaction in the time-frame originally anticipated; however, we will use this opportunity to improve our processes and systems. We have been very impressed with both the clients and employees of Anchor Bank and look forward to bringing our two banks together."
Jerry Shaw, President and Chief Executive Officer of Anchor stated,   "We continue to believe that a merger with Washington Federal is beneficial to our shareholders and the communities we serve.  We could not have asked for a better strategic partner than Washington Federal as we continue to work together towards a successful outcome."
About Washington Federal
As of June 30, 2017, Washington Federal reported total assets of $15.0 billion and net income of $172 million for the four quarters then ended.
Washington Federal, National Association, is a national bank with headquarters in Seattle, Washington, and 236 branches in eight western states. To find out more about Washington Federal, please visit our website www.washingtonfederal.com . Washington Federal uses its website to distribute financial and other material information about Washington Federal.
  About Anchor
As of June 30, 2017, Anchor reported total assets of $462.5 million and net income of $2.4 million for the fiscal year then ended.
 
Anchor is headquartered in Lacey, Washington and is the parent company of Anchor Bank, a community-based savings bank primarily serving Western Washington through its 10
 
 
Washington Federal and Anchor Bancorp Announce Extension
Page 3
full-service banking offices (including one Wal-Mart in-store location) within Grays Harbor, Thurston, Lewis, Pierce and Mason counties, and one loan production office located in King County, Washington. Anchor's common stock is traded on the NASDAQ Global Market under the symbol "ANCB" and is included in the Russell 2000 Index. For more information, visit the Anchor's web site www.anchornetbank.com.
 
Important Cautionary Statements
 
        This press release contains statements about Washington Federal's and Anchor's future that are not statements of historical fact. These statements are "forward looking statements" for purposes of applicable securities laws, and are based on current information and/or management's good faith belief as to future events. The words "believe," "expect," "anticipate," "project," "should," and similar expressions signify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance. By their nature, forward-looking statements involve inherent risk and uncertainties, which change over time; and actual performance, could differ materially from those anticipated by any forward-looking statements. Washington Federal and Anchor undertake no obligation to update or revise any forward-looking statement.  In addition to factors previously disclosed in Washington Federal's and Anchor's SEC reports (accessible on the SEC's website at www.sec.gov and on Washington Federal's website at www.washingtonfederal.com and Anchor's website at www.anchornetbank.com ), and elsewhere in this press release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance, particularly in view of the BSA issues that have caused the parties to extend the termination date in the merger agreement:  ability to obtain regulatory approvals and meet other closing conditions to the Merger, including approval by Anchor's shareholders, on the expected terms and schedule; the potential delay in closing the Merger beyond the date after which either party can terminate the merger agreement; the success, timeliness and cost of Washington Federal's remediation efforts; actions of government authorities; the success timing and ability to pursue Washington Federal's growth or other business initiatives; and the ability to retain customers and personnel.
 
 
Washington Federal and Anchor Bancorp Announce Extension
Page 4
Additional Information
 
        This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction with Anchor, Washington Federal has filed a registration statement on Form S-4 with the SEC that contains a proxy statement/prospectus to be distributed to the shareholders of Anchor in connection with their vote on the Merger. Each party will also file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision regarding the transaction, shareholders of Anchor are encouraged to read the registration statement and any other relevant documents filed with the SEC, including the proxy statement/prospectus that is part of the registration statement, as well as any amendments or supplements to those documents, when they become available, because they will contain important information about the Merger. The final proxy statement/prospectus will be mailed to shareholders of Anchor. Investors and security holders will be able to obtain the documents free of charge at the SEC's website, www.sec.gov. In addition, documents filed with the SEC by Washington Federal will be available free of charge by accessing Washington Federal's website at www.washingtonfederal.com or by writing Washington Federal at 425 Pike Street, Seattle, WA 98101, Attention: Investor Relations or calling (206) 626-8178, or by writing Anchor at 601 Woodland Square Loop SE, Lacey, WA 98503, Attention: Corporate Secretary or calling (360) 537-1388.
 
Participants in the Transaction
 
        Washington Federal, Anchor, their directors, executive officers and certain other persons may be deemed to be participants in the solicitation of proxies from Anchor shareholders in favor of the approval of the Merger. Information about the directors and executive officers of Washington Federal and their ownership of Washington Federal stock is included in the proxy statement for its 2017 annual meeting of shareholders, which was filed with the SEC on December 9, 2016. Information about the directors and executive officers of Anchor and their ownership of Anchor stock is set forth in the proxy statement for its 2016 annual meeting of shareholders, which was filed with the SEC on September 9, 2016, and also will be included in the proxy statement/prospectus for the Merger. Additional information
 
 
 
Washington Federal and Anchor Bancorp Announce Extension
Page 5
 
regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the registration statement and the proxy statement/prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.