0000939057-13-000098.txt : 20130318 0000939057-13-000098.hdr.sgml : 20130318 20130318101111 ACCESSION NUMBER: 0000939057-13-000098 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130314 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: 20130318 DATE AS OF CHANGE: 20130318 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: 13696329 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 ffnw8k31413.htm FIRST FINANCIAL NORTHWEST, INC. FORM 8-K ffnw8k31413.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):  March 14, 2013

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

On March 15, 2013, First Financial Northwest, Inc. (the “Company”), the holding company for First Savings Bank Northwest (“Bank”), announced that it had received all required bank regulatory approvals for the appointment of Kevin D. Padrick to the Company’s and the Bank’s respective Boards of Directors.  Mr. Padrick will attend the Company’s Board of Directors’ meeting on Wednesday, March 20, 2013 and at that time will be appointed to serve on the Nominating and Corporate Governance Committee and the Compensation Committee of the Company’s Board of Directors.

As disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on December 20, 2012, Mr. Padrick’s appointment was made pursuant to the settlement agreement (“Settlement Agreement”), entered into by the Company with Joseph Stilwell and his affiliated entities as a result of last year’s contested director election as amended on January 16, 2013 and February 25, 2013.  The amendments were disclosed in the Company’s Current Reports on Form 8-K filed with the SEC on January 17, 2013 and February 26, 2013, respectively.

There are no family relationships between Mr. Padrick and any director or executive officer of the Company or the Bank and Mr. Padrick was not appointed as a director pursuant to any arrangement or understanding with any person, other than the terms of the Settlement Agreement (as amended) referenced above.  Mr. Padrick 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 SEC.

In connection with Mr. Padrick’s appointment to the Board and pursuant to the Settlement Agreement, Mr. Victor Karpiak will resign as Chairman of the Board of the Company’s Board of Directors at the Board of Directors’ March 20, 2013 meeting.  Mr. Karpiak’s resignation is effective immediately; he will, however, continue to serve as a director on the Company’s Board of Directors until September 2013.

It is anticipated that at the Board of Directors’ March 20, 2013 meeting, Dr. Gary F. Kohlwes will be appointed as Chairman of the Company’s Board of Directors.  Dr. Kohlwes has served as a member of the Company’s Board of Directors since its inception in 2007 and has served as a director of the Bank since 1977.  In addition, Dr. Kohlwes has served as Secretary of the Bank since 1982 and is a Trustee of the First Financial Northwest Foundation and serves as its Executive Director.

The Company also is announcing the resignation of Director M. Scott Gaspard from the Boards of Directors of the Company and the Bank effective March 20, 2013.  Mr. Gaspard served as a director of the Company since January 1, 2012 and is resigning to pursue other business interests.  Mr. Gaspard, at the time of his resignation, will not be a member of any Board of Directors’ committees.  Mr. Gaspard’s letter of resignation did not indicate that his resignation was in connection with any disagreement with the Company pertaining to the Company’s operations, policies or practices.

For further additional information concerning the Company’s announcements, reference is made to the press release attached hereto as Exhibit 99.1 and incorporated herein by reference.
 
 

 
 
 

 

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 March 15, 2013

 
 
 
 

 


 
 

 


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: March 18, 2013 By:  /s/Victor Karpiak                        
 
Victor Karpiak 
President and Chief Executive Officer
        

 
 
 
 
 

EX-99.1 2 ffnw8k31413pr.htm EXHIBIT 99.1 ffnw8k31413pr.htm
**For Immediate Release**
 
 
For more information, contact:
Victor Karpiak, President and Chief Executive Officer  
(425) 255-4400
                                                                                                              

First Financial Northwest, Inc. Announces Appointment
of Kevin D. Padrick as Director, Resignation and Appointment of Chairman
of the Board and Resignation of Director M. Scott Gaspard
 
Renton, Washington – March 15, 2013 – First Financial Northwest, Inc. (“Company”) (NASDAQ GS: FFNW), the holding company for First Savings Bank Northwest (“Bank”), today announced that it had received all bank regulatory approvals for the appointment of Kevin D. Padrick to the Company’s and the Bank’s respective Boards of Directors.  Mr. Padrick’s appointment as a director is effective as of March 14, 2013, the date the Company received the last required approval.  Mr. Padrick will attend the Company’s Board of Directors’ meeting on Wednesday, March 20, 2013 and at that time will be appointed to serve on the Nominating and Corporate Governance Committee and the Compensation Committee of the Company’s Board of Directors.  Mr. Padrick’s appointment as a director was made pursuant to the settlement agreement (“Settlement Agreement”) entered into by the Company with Joseph Stilwell and his affiliated entities as a result of last year’s contested director election.
 
“We would like to take this opportunity to welcome Mr. Padrick to the Board of Directors,” said Victor Karpiak, Chairman, President and CEO.  “He has extensive business and legal experience that will be beneficial to the Board in its analysis and implementation of the Company’s business strategies.”

In connection with Mr. Padrick’s appointment to the Board and pursuant to the Settlement Agreement, Victor Karpiak will resign as Chairman of the Board of the Company’s Board of Directors at the Board of Directors’ March 20, 2013 meeting.  Mr. Karpiak’s resignation will be effective immediately; he will, however, continue to serve as a director on the Company’s Board of Directors until September 2013.  At the time of Mr. Karpiak’s resignation, it is anticipated that Dr. Gary F. Kohlwes will be appointed as Chairman of the Company’s Board of Directors.  Dr. Kohlwes has served as a member of the Company’s Board of Directors since its inception in 2007 and has served as a director of the Bank since 1977.  In addition, Dr. Kohlwes has served as Secretary of the Bank since 1982 and is a Trustee of the First Financial Northwest Foundation and serves as its Executive Director.
 
The Company also is announcing the resignation of Director M. Scott Gaspard from the Boards of Directors of the Company and the Bank effective March 20, 2013.  Mr. Gaspard has served as a director of the Company since January 1, 2012 and is resigning to pursue other business interests.

 
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, 2012, 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.