0000939057-12-000172.txt : 20120529 0000939057-12-000172.hdr.sgml : 20120529 20120529164134 ACCESSION NUMBER: 0000939057-12-000172 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120524 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120529 DATE AS OF CHANGE: 20120529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: First Financial Northwest, Inc. CENTRAL INDEX KEY: 0001401564 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 000000000 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33652 FILM NUMBER: 12874718 BUSINESS ADDRESS: STREET 1: 201 WELLS AVENUE SOUTH CITY: RENTON STATE: WA ZIP: 98057 BUSINESS PHONE: (425) 255-4400 MAIL ADDRESS: STREET 1: 201 WELLS AVENUE SOUTH CITY: RENTON STATE: WA ZIP: 98057 8-K 1 k52912.htm FIRST FINANCIAL NORTHWEST, INC. FORM 8-K k52912.htm
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 24, 2012
 
            First Financial Northwest, Inc.       
(Exact name of registrant as specified in its charter)

Washington
  
001-3365
  
26-0610707
State or other jurisdiction of
Incorporation
  
Commission
File Number
  
(I.R.S. Employer
Identification No.)
         
201 Wells Avenue South, Renton, Washington
  
98057
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number (including area code) (425) 255-4400

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))


 
 
 
Item 5.07  Submission of Matters to a Vote of Security Holders

(a)  
The Annual Meeting of Shareholders (the “Annual Meeting”) of First Financial Northwest, Inc. (“Company”) was held on May 24, 2012.

(b)  
There were a total of 18,805,168 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 14,507,332 shares of common stock were represented in person or by proxy; therefore a quorum was present. The following proposals were submitted by the Board of Directors to a vote of shareholders and the following are the results as certified by the independent Inspector of Election:

Proposal 1.  Election of Directors.  Four persons were nominated for election to the three open board seats, each for a three-year term.  Directors are elected by a plurality of the votes cast, meaning that the three nominees who receive the most “for” votes are elected as directors, subject to their qualification to serve as directors.  Set forth below are results of the voting for the election of directors:

 
 
FOR
  
 
WITHHELD
  
BROKER
NON-VOTES
 
 
 
No. of votes
  
 
 
No. of votes
  
 
 
No. of broker
non-votes
Victor Karpiak
6,113,863
  
260,004
  
8,133,465
M. Scott Gaspard
6,237,041
  
137,976
  
8,132,315
Daniel L. Stevens
6,282,724
  
92,293
  
8,132,315
Spencer L. Schneider
650
  
0
  
14,506,682  

Based on the voting results set forth above, Messrs. Karpiak, Gaspard and Stevens were  elected to serve as directors of the Company for a three-year term expiring at the annual meeting of shareholders in 2015 and until their respective successors have been duly elected and qualified.

The terms of Directors Gary F. Faull, Joann E. Lee, Gary F. Kohlwes, Robert L. Anderson and Gerald Edlund continued.

Proposal 2. An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers, as described in the Company’s proxy statement for the Annual Meeting.  This proposal requires the affirmative vote of a majority of the votes cast at the Annual Meeting.  Set forth below are results of the voting on this proposal:

 
 
 
 
For
  
 
Percentage of
shares
present
  
 
 
 
 
Against
  
 
Percentage of
shares
present
  
 
 
 
 
Abstain
  
 
Percentage of
shares
present
  
 
 
 
Broker Non-
Vote
5,528,841
  
    86.7%
  
627,566
  
9.8%
  
222,059
  
3.5%
  
8,128,866

Based on the voting results set forth above, the compensation of the Company’s named executive officers was approved by the Company’s shareholders.



 
2
 

Proposal 3.   Ratification of the appointment of Moss Adams LLP as the Company’s independent auditors for the year ending December 31, 2012.  Set forth below are results of the voting on this proposal:

 
 
 
 
For
  
 
Percentage of
shares
present
  
 
 
 
 
Against
  
 
Percentage of
shares
present
  
 
 
 
 
Abstain
  
 
Percentage of
shares
present
  
 
 
 
Broker Non-
Vote
6,314,438
  
99.0%
  
34,351
  
0.5%
  
29,918
  
0.5%
  
8,128,625

Based on the voting results set forth above, the appointment of Moss Adams LLP as the Company’s independent auditors to serve for the year ending December 31, 2012 was ratified by the Company’s shareholders.

(c) None.

Item 9.01  Financial Statements and Exhibits

(d)   Exhibits

The following exhibit is being furnished herewith and this list shall constitute the exhibit index:

99.1 Press Release dated May 29, 2012

 
3
 

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.
 
 
  FIRST FINANCIAL NORTHWEST, INC. 
   
   
DATE: May 29, 2012 
By: /s/Victor Karpiak                                         
         Victor Karpiak 
 
        President and Chief Executive Officer
 


 
 
4
 EX-99.1 2 ex991pr52912.htm EXHIBIT 99.1 ex991pr52912.htm
Exhibit 99.1
 
**For Immediate Release**
 
  For more information, contact: 
  Victor Karpiak, President and Chief Executive Officer 
 
(425) 255-4400
 
 
First Financial Northwest, Inc.
 
Announces Results of Annual Meeting of Shareholders
 
Renton, Washington – May 29, 2012 - First Financial Northwest, Inc. (the “Company”) (NASDAQ GS: FFNW),  today announced the results of the Annual Meeting of Shareholders, following the certification by the Company’s independent Inspector of Election, Carl T. Hagberg and Associates, that there was a quorum present at the meeting. The Company announced that a vote count provided by the Company’s independent Inspector of Election indicates that Company nominees Victor Karpiak, M. Scott Gaspard and Daniel L. Stevens were re-elected to the Company’s Board of Directors at the Company’s annual meeting of shareholders held today.
 
In addition, the vote count on the advisory vote to approve the compensation of the Company’s named executive officers indicates that this proposal was approved and the vote count on the proposal to ratify the appointment of Moss Adams LLP as the Company’s independent auditor for 2012 indicates that this proposal was approved.
 
First Financial Northwest, Inc. is the parent company of First Savings Bank Northwest, a Washington chartered stock savings bank headquartered in Renton, Washington, serving the Puget Sound Region through its full-service banking office. We are a part of the ABA NASDAQ Community Bank Index. For additional information about us, please visit our website at www.fsbnw.com and click on the “Investor Relations” section.