-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DCjquvfzJiZZYVS1gN3uCw5LqVyXIU8X+iwFNIMZicWdnnvQ/lXLWo4xm6TkBdd3 OpzzJSk3lClTwaoNPpmz4A== 0001171843-10-001062.txt : 20100604 0001171843-10-001062.hdr.sgml : 20100604 20100604151559 ACCESSION NUMBER: 0001171843-10-001062 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100517 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events FILED AS OF DATE: 20100604 DATE AS OF CHANGE: 20100604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWEST BANCORPORATION INC CENTRAL INDEX KEY: 0000893467 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 911574174 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24151 FILM NUMBER: 10878815 BUSINESS ADDRESS: STREET 1: PAULSEN CENTER 421 WEST RIVERSIDE STREET 2: SUITE 113 CITY: SPOKANE STATE: WA ZIP: 99201-0403 BUSINESS PHONE: 5094568888 MAIL ADDRESS: STREET 1: 421 WEST RIVERSIDE STREET 2: SUITE 113 CITY: SPOKANE STATE: WA ZIP: 99201-0403 FORMER COMPANY: FORMER CONFORMED NAME: INLAND NORTHWEST BANCORPORATION INC DATE OF NAME CHANGE: 19980428 8-K 1 f8k_060410.htm FORM 8-K
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 17, 2010
___________

Northwest Bancorporation, Inc.
(Exact name of registrant as specified in its charter)

Washington
000-24151
91-1574174
(State or other jurisdiction of
(Commission File Number)
(I.R.S. Employer
incorporation or organization)
  
Identification No.)


421 W. Riverside Avenue, Spokane, Washington 99201
(Address of principal executive offices) (Zip Code)

(509) 456-8888
(Registrant's telephone number, including area code)

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))
 
 
 
 
INFORMATION TO BE INCLUDED IN THE REPORT

 
 Item 5.07.
Submission of Matters to a Vote of Security Holders.
 

On May 17, 2010, Northwest Bancorporation, Inc. (the "Company") held its Annual Meeting of Shareholders for the following purposes:

·  
To elect five Directors for a three-year term;

·  
To ratify the appointment of Moss Adams, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2010; and

·  
To consider and approve an advisory (non-binding) resolution approving the Company's executive compensation.

The shareholders voted to elect the five director nominees, to ratify the selection of Moss Adams, LLP as the independent registered public accounting firm, and to approve the non-binding advisory proposal on executive compensation.

As of the record date for the Annual Meeting, there were 2,380,793 shares of the Company's common stock issued and outstanding and entitled to vote at the meeting, of which 1,823,801 shares were represented personally or by proxy at the meeting.  The number of votes cast for or against and the number of abstentions and broker non-votes, as applicable, in connection with each matter presented for shareholder consideration at the meeting, are set forth below:

Election of Directors
 
 
  
 
For
  
 
Withheld
  
Broker
Non-votes
  
         
Katie Brodie
  
1,516,047
  
21,838
  
285,916
  
         
Clark H. Gemmill
  
1,516,047
  
21,838
  
285,916
  
         
Frederick M. Schunter
  
1,459,883
  
78,002
  
285,916
  
         
William E. Shelby
  
1,516,047
  
21,838
  
285,916
  
         
Jennifer P. West
  
1,493,325
  
44,560
  
285,916
  
         
 
 
Other Matters
 
 
  
 
For
  
 
Against
  
 
Abstain
  
         
Ratification of appointment of Moss Adams, LLP as the independent  registered public accounting firm
  
1,793,508
  
20,708
  
9,585
  
         
Non-binding advisory proposal on executive compensation
  
1,762,542
  
33,054
  
28,197
  
               

Item 8.01.              Other Events.

On June 4, 2010, the Company gave written notice to the holders of its outstanding junior subordinated notes (the "Notes") relating to its outstanding trust preferred securities that it is deferring the regularly scheduled interest payments on the Notes.

Under the terms of the junior subordinated notes and the related trust documents, the Company is allowed to defer payments of interest for up to 20 consecutive quarterly periods without default.  During the deferral period, the respective trust will likewise suspend the declaration and payment of dividends on the trust preferred securities.  Also during the deferral period, the Company generally may not pay cash dividends on or repurchase its common stock or preferred stock, including the Fixed Rate Cumulative Perpetual Preferred Stock, Series A and Series B, issued by the Company under the U.S. Department of the Treasury's Capital Purchase Program.  In addition, the Company will be restricted from making any payment on outstanding debt obligations that rank equally with, or junior to, the junior sub ordinated notes.

 
 
 
S I G N A T U R E

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 thereunto duly authorized.


NORTHWEST BANCORPORATION, INC.
          (Registrant)


      June 4, 2010                                                                    By:  /s/ Randall L. Fewel                                   
           Date                                                                                    Randall L. Fewel
       President and Chief Executive Officer


 
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