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 (Date of earliest event reported): ~~May~~July 425, 2023

Luther Burbank Corporation

(Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation)	001-38317(Commission File Number)	68-0270948(I.R.S. Employer Identification Number)
California (State or other jurisdiction of incorporation or organization)	001-38317 (Commission file number)	68-0270948(I.R.S. employer identification number)
520 Third St, Fourth Floor, Santa Rosa, California (Address of principal executive offices)		95401 (Zip ~~Code~~code)
Registrant's telephone number, including area code: (844) 446-8201

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)

☐ 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))

Securities registered pursuant to Section 12(b) of the Act

Securities Registered Pursuant to Section 12(b) of the Act

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common stock, no par value

LBC

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 52.0702. ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders.~~Condition

On ~~May 4~~July 25, 2023, Luther Burbank Corporation, ~~a California corporation~~ (the “"Company”"), ~~held~~issued a ~~special~~press ~~meeting~~release, ~~of its shareholders (the “Special Meeting”) to consider and vote upon (i)~~ a ~~proposal~~copy ~~to approve the Agreement and Plan~~ of ~~Reorganization~~which ~~(the~~is ~~“Merger~~attached ~~Agreement”), dated~~ as ofExhibit ~~November 13, 2022, by and between the Company and Washington Federal, Inc~~99.,1 ~~a Washington corporation (“Washington Federal”), pursuant~~ to ~~which~~this ~~the~~Current ~~Company~~Report ~~will merge with and into Washington Federal, with Washington Federal as the surviving institution (the “Merger”) and the Merger (the “Merger Proposal”), (ii) a proposal to approve,~~ on aForm ~~non~~8-~~binding~~K ~~advisory basis, the compensation that certain named executive officers of the Company may receive in connection with the Merger~~ (~~the~~"Current ~~“Compensation Proposal”~~Report") and ~~(iii)~~is aincorporated ~~proposal~~herein to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). As described below, there were sufficient shares of the Company’s common stock present in person or by ~~proxy and voted at the Special Meeting in favor of the first proposal to approve the Merger Proposal and as a result, the Adjournment Proposal was not considered or voted upon at the Special Meeting~~reference. ~~The following are the voting results of the Special Meeting.~~

OnThe ~~March~~information 23furnished under Item 2.02 and Item 9.01 of this Current Report, ~~2023~~including Exhibit 99.1 to this Current Report, ~~the~~shall ~~record~~not ~~date~~be deemed “filed” for purposes of Section 18 of the ~~Special~~Securities ~~Meeting,~~Exchange ~~there~~Act ~~were~~of 511934,~~022,485~~ ~~shares~~as ofamended (the ~~Company’s~~"Exchange ~~common~~Act"), ~~stock~~or ~~outstanding~~otherwise ~~and~~subject ~~entitled~~ to ~~vote.~~liabilities ~~Shareholders~~under ~~holding~~that 48Section,~~610,155~~ ~~shares~~nor shall it be deemed incorporated by reference in any registration statement or other filings of the Company ~~common~~under ~~stock~~the ~~were~~Securities ~~present~~Act atof ~~the~~1933, ~~Special~~as ~~Meeting~~amended, inexcept ~~person~~as orshall ~~represented~~be byset ~~proxy,~~forth ~~therefore~~by aspecific ~~quorum~~reference ~~was~~in ~~present~~such filing.

1Item 5.~~Approval~~08 Shareholder ofDirector the Merger Proposal*Nominations.

For						Against						Abstain						Broker Non-Votes
48,220,688						361,111						28,356						—

To the extent applicable, the information in Item 8.01 of this Current Report is incorporated by reference into this Item 5.08.

*TheItem ~~affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote at the Special Meeting was required to approve this proposal~~8.01 Other Events.

2On July 25, 2023, the Board of Directors of the Company (the "Board") determined that the Company’s 2023 annual meeting of shareholders (the “Annual Meeting”) will be held on October 24, 2023, which is more than 30 days after the anniversary of the Company's 2022 annual meeting of shareholders.~~Approval~~ The Annual Meeting does not relate to the pending merger transaction with Washington Federal, Inc. (“WAFD”). The Company will not hold the Annual Meeting if the WAFD merger transaction is completed prior to the date of the ~~Compensation~~Annual Proposal**Meeting. The time and location for the Annual Meeting will be set forth in the Company’s proxy statement for the Annual Meeting, which will be made available to shareholders prior to the Annual Meeting. Pursuant to Rule 14a-5(f) of the Exchange Act, the Company is hereby providing notice of the revised deadlines for shareholder proposals by means of this Form 8-K.

For						Against						Abstain						Broker Non-Votes
48,057,012						400,362						152,781						—

Due to the fact that the date of the Annual Meeting has been changed by more than 30 days from the anniversary date of the Company's 2022 annual meeting of shareholders, the Company is providing the due date for submission of any qualified shareholder proposal or qualified shareholder nominations. In order for a shareholder proposal for the Annual Meeting to be eligible for inclusion in the Company’s proxy statement pursuant to Securities and Exchange Commission (“SEC”) Rule 14a-8, the Company must have received the proposal and supporting statements at its principal executive offices no later than the close of business on August 4, 2023, which the Board has determined is a reasonable time before the Company begins to print and send its proxy materials. A shareholder must provide its proposal to the Company in writing, and it must comply with the requirements of Rule 14a-8 under the Exchange Act. Any such proposals should be sent to the attention of the corporate secretary of the Company at Luther Burbank Corporation, 520 Third St, 4th Floor, Santa Rosa, California 95401.

**TheIn ~~affirmative~~addition, ~~vote~~in ofaccordance awith ~~majority~~the ofadvanced ~~shares~~notice ofrequirements set forth in the Company’'s ~~common~~Bylaws, ~~stock~~any ~~entitled~~shareholder wishing to ~~vote~~nominate ~~represented~~a incandidate ~~person~~for director or bypropose ~~proxy~~other ~~and~~business ~~voting~~ at the ~~Special~~Annual Meeting ~~was~~must ~~required~~send written notice to ~~approve~~the ~~this~~Company’s ~~proposal~~corporate secretary at the address specified above no later than the close of business on August 4, 2023. Any such proposal must meet the requirements set forth in the Company’s Bylaws in order to be brought before the Annual Meeting.

~~Item~~In ~~7.01. Regulation~~addition FDto ~~Disclosure~~the notice and information requirements contained in the Company’s Bylaws, to comply with the SEC universal proxy rules, shareholders who, in connection with the Annual Meeting, intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act no later than August 25, 2023.

OnShareholder ~~May~~proposals 5,that ~~2023,~~do ~~the~~not ~~Company~~satisfy ~~and~~these ~~Washington~~requirements ~~Federal issued a joint press release announcing that~~may, atbut ~~the~~need ~~special~~not ~~meetings~~(other ofthan ~~their~~matters ~~respective~~properly ~~shareholders~~brought ~~held~~under onRule ~~May~~14a-8 4,under ~~2023, Washington Federal’s shareholders approved~~ the ~~issuance~~Exchange ofAct ~~shares~~and ofincluded ~~Washington~~in ~~Federal’s common stock to~~ the Company’'s ~~shareholders~~notice ~~pursuant~~of ~~to the Merger Agreement~~meeting), ~~and~~be ~~the~~considered ~~Company’s shareholders approved the Merger Proposal~~ and ~~the~~discussed ~~Compensation~~but ~~Proposal.~~not Aacted ~~copy~~upon ofat the ~~press~~Annual ~~release is attached as Exhibit 99~~Meeting.~~1 to this Current Report on Form 8-K.~~

~~Information~~If ~~contained~~the inWAFD ~~Item~~merger ~~7.01~~transaction ofis ~~this~~completed ~~Current~~before ~~Report~~we onhold ~~Form 8-K, including Exhibit 99.1, shall not be deemed filed for~~ the ~~purposes~~Annual ~~of the Securities Exchange Act of 1934~~Meeting, assuch ~~amended,~~Annual ~~nor~~Meeting ~~shall~~will ~~such~~not ~~information~~occur and ~~Exhibit~~any bedirector ~~deemed~~candidates ~~incorporated~~or byproposals ~~reference~~submitted, even in ~~any~~accordance ~~filing~~with ~~under~~applicable ~~the~~SEC ~~Securities~~rules ~~Act~~or ofour ~~1933~~Bylaws, aswill ~~amended,~~not ~~except as shall~~ be ~~expressly~~considered ~~set forth~~ by ~~specific~~our ~~reference in such a filing~~shareholders.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number			Description
99.1			~~Joint~~ Press Release, dated ~~May~~July 525, 2023
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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~~thereunto duly authorized.

						LUTHER BURBANK CORPORATION
DATED: May 5, 2023						By: /s/ Laura Tarantino
DATED: July 25, 2023						By: /s/ Laura Tarantino
						Laura Tarantino
						Executive Vice President and Chief Financial Officer

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