0000939057-12-000173.txt : 20120530 0000939057-12-000173.hdr.sgml : 20120530 20120530165431 ACCESSION NUMBER: 0000939057-12-000173 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120524 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120530 DATE AS OF CHANGE: 20120530 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: 12878244 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 k53012.htm FIRST FINANCIAL NORTHWEST, INC. FORM 8-K k53012.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 8.01  Other Events

        In connection with the Annual Meeting of Shareholders of First Financial Northwest, Inc. (“Company”) that was held on May 24, 2012, the Company is providing a copy of the Final Report of the Inspector of Election prepared by the independent Inspector of Election, Carl T. Hagberg and Associates, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The Company announced the filing of the Final Report of the Inspector of Election in a press release, which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits
 
(d)         Exhibits

The following exhibits are being furnished herewith and this list shall constitute the exhibit index:
 
99.1           Final Report of the Inspector of Election, Carl T. Hagberg and Associates
99.2           Press Release of First Financial Northwest, Inc. dated May 30, 2012
 
2

 

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 30, 2012   By: /s/Victor Karpiak                                      
        Victor Karpiak
        President and Chief Executive Officer 
 


3

EX-99.1 2 ex53012.htm EXHIBIT 99.1 ex53012.htm
Exhibit 99.1
 
FIRST FINANCIAL NORTHWEST, INC.
 
FINAL REPORT OF THE INSPECTOR OF ELECTION
 
I the undersigned, having been duly appointed to serve as the Inspector of Election for the 2012 Annual Meeting of Shareholders of First Financial Northwest, Inc., and having sworn and filed an oath to faithfully execute the duties of Inspector of Election with strict impartiality, and according to the best of my abilities, hereby certify as follows:
 
1.   
The Annual Meeting of Shareholders was held on May 24, 2012, at 9:00 a.m. local time at the Carco Theatre, located at 1717 SE Maple Valley Highway, Renton, Washington, pursuant to notice duly given.
 
2.   
As of March 30, 2012, there were 18,805,168 shares of common stock outstanding and entitled to vote at the meeting.
 
3.   
There were 14,507,332 shares of stock present at the meeting in person or by proxy, or 77.15% of the shares outstanding, which constituted a quorum for the transaction of business.
 
4.   
The undersigned canvassed the votes that were cast by ballot or by proxy on the matters presented to the meeting, and the shares present were voted as follows:
 
Re: Proposal 1, the election of three (3) directors:
 
NOMINEES  FOR    WITHHELD   
         
Victor Karpiak   6,113,863   260,004  
M. Scott Gaspard   6,237,041   137,976  
Daniel L. Stevens   6,282,724    92,293  
Spencer Schneider   650      
                                                                                                                                                                                            
Re: Proposal 2, Advisory approval of the compensation of the named executive officers:
 
   FOR  AGAINST  ABSTAIN  
         
   5,528,841  627,566  222,059  
 
Re: Proposal 3., Ratification of the appointment of Moss Adams LLP as the independent auditor for 2012
 
   FOR   AGAINST  ABSTAIN  
         
   6,314,438   34,351  29,918  
 
                    
 
 

 
 
5. Regarding the challenges that were made to the reported results: Two challenges were made prior to this Final Report being filed:
 
1.  
The company's representative, Mr. A. Regan, challenged the voting of all green (opposition) proxies, on the grounds that no Master Ballot had been submitted by the named proxy for the opposition, prior to the closing of the polls.
 
2.  
Ms. Rebecca Kral, representing Mr. Spencer Schneider, asserted that no ballot was needed; then challenged the presence of a quorum if no green proxies were to be represented in the final vote.
 
My rulings, and the reasons for them, are as follows:
 
First, with regard to the presence of a quorum, there were 14,507,332 shares of stock present in person or by proxy at the meeting, which clearly constituted a quorum for the transaction of business at the meeting. It should be noted that the presence of a quorum, "in person or by proxy" is an entirely different matter altogether than the actual "casting of votes."
 
Second; no ballot was executed by the opposition proxy holder prior to the closing of the polls, and this fact was not in dispute at the meeting site. A so-called Master Ballot, sometimes referred to as the "Ballot of the Appointed Proxy" - or one of the company's own ballots that were available at the meeting - and that bore the name of the opposition candidate - must be cast by the proxy holder, or his or her duly authorized representative, in order to officially cast the votes of the holders who had given proxies to the Stilwelll Group.
 
The polls were officially closed, after fair warning, at 9:16 a.m.
 
At 11:55 a.m. the Stilwell group delivered a Master Ballot to the Inspector, signed by Spencer Schneider as the proxy-holder for the opposition slate, but, as noted, the polls had long been officially closed. Accordingly, none of the votes that were `present at the meeting" were cast for the Stilwell group, except for one ballot that was properly executed for Stillwell on the company's form.
 
Respectfully signed, certified and submitted this 29th day of May, 2012
 
 
 
   /s/Raymond J. Riley  
  Raymond J. Riley, Inspector of Election   
 
 
 
 

EX-99.2 3 ex99253012.htm EXHIBIT 99.2 ex99253012.htm
Exhibit 99.2
 
**For Immediate Release**
 
  For more information, contact: 
  Victor Karpiak, President and Chief Executive Officer 
  (425) 255-4400 

First Financial Northwest, Inc.
 
Announces Filing of Inspector of Election’s Final Report in Connection with
 
 Annual Meeting of Shareholders
 
 
Renton, Washington – May 30, 2012 - First Financial Northwest, Inc. (“Company”) (NASDAQ GS: FFNW),  today announced that in connection with the Company’s Annual Meeting of Shareholders held on May 24, 2012, it had filed the Inspector of Election’s Final Report, which was prepared by the independent inspector of election, Carl T. Hagberg and Associates, on a Current Report on Form 8-K with the Securities and Exchange Commission.
 
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.