8-K 1 fnwb-050819x8k.htm FORM 8-K Document


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 7, 2019

FIRST NORTHWEST BANCORP
(Exact name of registrant as specified in its charter)

Washington
 
001-36741
 
46-1259100
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

105 West 8th Street, Port Angeles, Washington
 
98362
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code:  (360) 457-0461

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]

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. [X]

Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
 
Trading Symbol(s):
 
Name of each exchange on which registered:
Common Stock, par value $0.01 per share
 
FNWB
 
The Nasdaq Stock Market LLC





Item 5.07 Submission of Matters to a Vote of Security Holders

(a)
The Annual Meeting of First Northwest Bancorp ("Company") for the year ended December 31, 2018 was held on May 7, 2019 ("Annual Meeting").

(b)
There were a total of 11,061,581 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting 10,083,851 shares of common stock were represented in person or by proxy, therefore, a quorum was present.

The results of the vote for the proposals presented at the Annual Meeting were as follows:

Proposal 1. Election of Directors. Shareholders elected the following nominees to the Board of Directors for the terms as indicated:

 
FOR
 
WITHHELD
 
BROKER NON-VOTES
 
Number of Votes
 
Percentage of shares present
 
Number of Votes
 
Percentage of shares present
 
Number of Votes
Three-Year Term
 
 
 
 
 
 
 
 
 
Dana D. Behar
6,670,989
 
82.32
 
1,432,735
 
17.68
 
1,980,127
Cindy H. Finnie
6,686,294
 
82.51
 
1,417,430
 
17.49
 
1,980,127
David T. Flodstrom
6,701,995
 
82.70
 
1,401,729
 
17.30
 
1,980,127

Based on the voting results set forth above, Dana D. Behar, Cindy H. Finnie, and David T. Flodstrom were duly elected to serve as directors for a three-year term expiring at the annual meeting of shareholders in 2022, each until their successors have been duly elected and qualified.

The terms of Directors David A. Blake, Craig A. Curtis, Laurence J. Hueth, Stephen E. Oliver, Norman J. Tonina, Jr. and Jennifer Zaccardo continued.

Proposal 2. Advisory (Non-Binding) Vote on Compensation of Named Executive Officers. Shareholders approved an advisory (non-binding) vote on the compensation of the Company's named executive officers as follows:

 
Number of Votes
 
Percentage
For
7,545,906
 
93.12
Against
295,709
 
3.65
Abstain
262,109
 
3.23
Broker Non-Vote
1,980,127
 

Proposal 3. Ratification of the Appointment of Independent Registered Public Accounting Firm. Shareholders ratified the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the year ending December 31, 2019 by the following vote:






 
Number of Votes
 
Percentage
For
9,997,753
 
99.15
Against
70,040
 
0.69
Abstain
16,058
 
0.16
Broker Non-Vote
N/A
 
N/A


Item 7.01 Regulation FD Disclosure*

The Company is furnishing presentation materials as Exhibit 99.1 to this report pursuant to Item 7.01 of Form 8-K. The Company presented these materials at its Annual Meeting addressing, among other things, the Company's business strategies. The foregoing description of information contained in the presentation is qualified by reference to such presentation materials attached as Exhibit 99.1. The Company is not undertaking to update this presentation or the information contained therein.

This Item 7.01 of this report will not be deemed an admission as to the materiality of any information herein or contained in the presentation (including Exhibit 99.1).


Item 9.01 Financial Statements and Exhibits.

(d) Exhibit. The following exhibit is furnished with this Form 8-K.

________________
*
The information furnished under Item 7.01 and Item 9.01 of this Current Report on Form 8-K, including the exhibit, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of First Northwest Bancorp under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.







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 NORTHWEST BANCORP
 
 
 
 
 
 
Date:
May 10, 2019
/s/Laurence J. Hueth
 
 
Laurence J. Hueth
 
 
President and Chief Executive Officer