UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registranto | |
Filed by a Party other than the Registrantx | |
Check the appropriate box: | |
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
o | Definitive Proxy Statement |
o | Definitive Additional Materials |
x | Soliciting Material Pursuant to §240.14a-12 |
FIRST FINANCIAL NORTHWEST, INC. | ||
(Name of Registrant as Specified In Its Charter)
Stilwell Value Partners II, L.P. Stilwell Value Partners V, L.P. Stilwell Value Partners VI, L.P. Stilwell Value Partners VII, L.P. Stilwell Partners, L.P. Stilwell Associates, L.P. Stilwell Associates Insurance Fund of the S.A.L.I Multi-Series Fund L.P. Stilwell Value LLC Stilwell Advisers LLC Joseph Stilwell | ||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||
Payment of Filing Fee (Check the appropriate box):
| ||
x | No fee required | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 | |
(1) | Title of each class of securities to which transaction applies:
| |
(2) | Aggregate number of securities to which transaction applies:
| |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
| |
(4) | Proposed maximum aggregate value of transaction:
| |
(5) | Total fee paid:
| |
o | Fee paid previously with preliminary materials.
| |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
(1) | Amount Previously Paid: | |
(2) | Form, Schedule or Registration Statement No.: | |
(3) | Filing Party: | |
(4) | Date Filed: |
STILWELL VALUEPARTNERS,LP
111BROADWAY,12THFLOOR NEWYORK,NY10006
(212)269-1551
February28,2012
DearFellowFFNWOwner,
Iwritetoyouas therepresentative of one of ourCompany's largest shareholders. I believe FFNW's current board and CEOhavefailedus; consequently, we will be running for the boardof directorsatthe upcoming annual meeting.
Since coming publicin2007FFNWhas lost almost$100million. Despitethese losses,I believeourCEO, Victor Karpiak−and his rather compliant board−takelittleor no personalresponsibility for their failures. Instead, Victorand this board speak−publiclyand privately−of using ourCompany'scapital to buy anotherbank.Their lack of humility,ofbeingevenslightly chastened by their years oflosses,makesme believe that Victorshould be removedby shareholders fromthe board of directorsandthattheboard should then remove him fromthe Company.
FFNWhas a weakboard−a majority of whom are either cowards or fools. Whatelse can explain theirgiving Victora pay raise last year?And the yearbefore? And the yearbefore?And theyear before? Whileour Companywas losingnearly$100million,Victorwaspaid morethan$3.7million. This board seems to spend moretime taking care of Victor andVictor's financial well-being thanthey do taking careof the interestsofour Bank. Theyhave no shame, and I believeonly a repudiation from shareholders can change this corporate dysfunction.
To my way of thinking,any decentlyfunctioning board wouldhave thrown Victortothe wolves;instead, these fools gave him pay raises year-in andyear-out.At the annual meeting, we're going toworktotake Victoroff theboard,andthen we're going to workto removehim from management. Webelieveour Company should hire an investment banker to maximize shareholder value.We believe the new boardand management should runourBank with austerity.And we will do ourbest to ensurethat this will be the last annualmeeting held in a rented theatre.
Sincerely,
P.S.If you haveany questions or comments, please feel free tocontact us atinfo@stilwellgroup.comor 212.269.1551.
THISCOMMUNICATION MAYBE DEEMEDTO BE SOLICITATION MATERIAL INRESPECT OF THESOLICITATION OF PROXIES BY THE GROUP FROM THECOMPANY’S SHAREHOLDERS IN CONNECTION WITH THECOMPANY’S 2012 ANNUAL MEETING.SECURITY HOLDERS ARE ADVISED TO READTHE PROXY STATEMENT AND OTHER DOCUMENTS RELATING TO THESOLICITATION OF PROXIES BY JOSEPHSTILWELL AND OTHER PARTICIPANTS FROM THECOMPANY’S SHAREHOLDERS FORUSEAT THECOMPANY’S 2012 ANNUALMEETING OF SHAREHOLDERS WHENTHEYBECOMEAVAILABLE BECAUSETHEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND AFORM OF PROXYWILLBE MAILED TO SHAREHOLDERS OF THECOMPANY AND WILL ALSO BE AVAILABLE ATNO CHARGE AT THESECURITIES AND EXCHANGE COMMISSION’S WEBSITE ATHTTP://WWW.SEC.GOV.