0000939057-12-000380.txt : 20121231 0000939057-12-000380.hdr.sgml : 20121231 20121231130513 ACCESSION NUMBER: 0000939057-12-000380 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121231 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121231 DATE AS OF CHANGE: 20121231 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: 121293069 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 k8123112pr.htm FIRST FINANCIAL NORTHWEST, INC. FORM 8-K k8123112pr.htm
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):  December 31, 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


Not Applicable

(Former name or former address, if changed since last report)

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(a)      Departure of Director

       On December 31, 2012, First Financial Northwest, Inc. (the “Company”) announced that Director Gerald Edlund submitted a letter of resignation to the Board of Directors. Mr. Edlund is retiring after serving as a director of the Company since its formation in 2007 and after serving as a director of the Company’s subsidiary financial institution, First Savings Bank Northwest (“Bank”) since 1985.  Mr. Edlund is a member of the Board of Directors’ Compensation Committee and the Nominating and Corporate Governance Committee.

Mr. Edlund’s resignation is effective December 31, 2012.  Mr. Edlund’s letter of resignation did not indicate that his resignation was in connection with any disagreement with the Company or the Bank pertaining to the Company’s or the Bank’s operations, policies or practices.  A copy of the press release announcing Mr. Edlund’s resignation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d)     Appointment of New Director

       On December 31, 2012, the Company appointed Joseph W. Kiley III to the Company’s Board of Directors, with such appointment subject to the approval of the Company’s primary banking regulator, the Board of Governors of the Federal Reserve System.  Mr. Kiley has served as President and Chief Executive Officer of the Bank, and as a director of the Bank since September 17, 2012.  Because Mr. Kiley is a member of management, it is not anticipated that he will serve on any committees of the Board of Directors.

As previously disclosed in a Form 8-K dated August 10, 2012, there are no family relationships between Mr. Kiley and any director or other executive officer of the Company and the Bank and he was not appointed as a director pursuant to any arrangement or understanding with any person. Mr. Kiley has not engaged in any transaction with the Company or the Bank that would be reportable as a related party transaction under the rules of the Securities and Exchange Commission.

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 December 31, 2012

 
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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: December 31, 2012   By: /s/Victor Karpiak                                   
        Victor Karpiak 
        President and Chief Executive Officer 
   
 
 

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EX-99.1 2 ex991k8123112pr.htm EXHIBIT 99.1 ex991k8123112pr.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 Departure of Director Gerald Edlund and
Appointment of Joseph W. Kiley, III as Director
 
Renton, Washington – December 31, 2012 – First Financial Northwest, Inc. (“Company”) (NASDAQ GS: FFNW), today announced that Director Gerald Edlund had retired from the Company’s Board of Directors and that Joseph W. Kiley III had been appointed to the Company’s Board of Directors.  In connection with his retirement from the Company’s Board of Directors, Mr. Edlund is also retiring from the Board of Directors of First Savings Bank Northwest (“Bank”), the Company’s financial institution subsidiary.  Mr. Edlund’s retirement is effective December 31, 2012 after serving as a director of the Company since its formation in 2007 and as a director of the Bank since 1985.
 
 “We are grateful to have had the services of Mr. Edlund,” said Victor Karpiak, Chairman, President and CEO.  “We wish him well in his retirement.”
 
Mr. Kiley’s appointment to the Board is subject to the approval of the Company’s primary regulatory, the Board of Governors of the Federal Reserve System.  Mr. Kiley has served as President, Chief Executive Officer and a Director of the Bank since September 17, 2012.  Mr. Kiley was hired as President and Chief Executive Officer of the Bank in connection with the Bank’s supervisory agreement with the Federal Deposit Insurance Corporation and the Washington Department of Financial  Institutions  and reflects the Bank’s implementation of recommendations included in a management study specific to the separation of the Chief Executive Officer and Chairman positions at the Bank level.
 
Joe Kiley stated that, “My appointment reinforces the Company’s commitment to improving its performance with specific emphasis on obtaining release from all regulatory orders improving overall operating efficiencies and revising its strategic business plan, all of which would allow the Company to reinstate the payment of dividends and to evaluate share repurchase alternatives along with other capital management techniques.”

 
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 as well as the Russell 2000 and 3000 Indices. For additional information about us, please visit our website at www.fsbnw.com and click on the “Investor Relations” section.
 

Forward Looking Statements:
 
Statements in this news release regarding future events, performance or results are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”) and are made pursuant to the safe harbors of the PSLRA.  Actual results could be materially different from those expressed or implied by the forward-looking statements.  Factors that could cause results to differ include but are not limited to: general economic and banking business conditions, competitive conditions between banks and non-bank financial service providers, interest rate fluctuations, regulatory and accounting changes, the value of mortgage servicing rights, risks related to construction and development lending, commercial and small business banking and other risks.  Additional factors that could cause actual results to differ materially are disclosed in First Financial
 
 
 
 

 
 
Northwest, Inc.'s recent filings with the Securities and Exchange Commission, including but not limited to its Annual Report on Form 10-K for the year ended December 31, 2011, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.  Forward-looking statements are accurate only as of the date released, and we do not undertake any responsibility to update or revise any forward-looking statements to reflect subsequent events or circumstances.