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): November 7, 2017
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. |
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[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[ ] 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]
Item 5.07 Submission of Matters to a Vote of Security Holders
| (a) | The Annual Meeting of Company was held on November 7, 2017 ("Annual Meeting"). |
| (b) | There were a total of 11,908,507 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 10,477,635 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 |
| No. of Votes | | Percentage of shares present | | No. of Votes | | Percentage of shares present | | No. of votes |
| | | | | | | | | | | |
Three-Year Term | | | | | | | | | | |
| Laurence J. Hueth | 7,391,491 | | 87.78 | | | 1,028,905 | | 12.22 | | 2,057,239 |
| Stephen E. Oliver | 7,258,734 | | 86.20 | | | 1,161,662 | | 13.80 | | 2,057,239 |
| Jennifer Zaccardo | 7,424,305 | | 88.17 | | | 996,091 | | 11.83 | | 2,057,239 |
Based on the voting results set forth above, Laurence J. Hueth, Stephen E. Oliver, and Jennifer Zaccardo were duly elected to serve as directors for a three-year term expiring at the annual meeting of shareholders in 2020; each until their successors have been duly elected and qualified.
The terms of Directors David A. Blake, Norman J. Tonina, Jr., Craig A. Curtis, Cindy H. Finnie, David T. Flodstrom and Dana D. Behar 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 | 7,698,690 | | 91.43 |
| Against | 466,282 | | 5.54 |
| Abstain | 255,424 | | 3.03 |
| Broker Non-Vote | 2,057,239 | | 17.28 |
Proposal 3. Ratification of the Appointment of Independent Auditors: Shareholders ratified the appointment of Moss Adams LLP as the Company's independent auditor for the six month transition period ending December 31, 2017 by the following vote:
| | Number of Votes | | Percentage |
| For | 10,412,557 | | 99.38 |
| Against | 52,102 | | 0.50 |
| Abstain | 12,976 | | 0.12 |
| Broker Non-Vote | | | |
(c) None.
(d) Not applicable.
Item 7.01 Regulation FD Disclosure*
On November 13, 2017, the Company posted its Investor Presentation on the Company's website, www.ourfirstfed.com, in the Investor Relations section under "News and Market Data – Presentations". A copy of the Investor Presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is being filed herewith and this list shall constitute the exhibit index:
99.1 Annual Meeting Presentation of First Northwest Bancorp
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| * | 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 |
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Date: November 13, 2017 | /s/ Laurence J. Hueth |
| Laurence J. Hueth President and Chief Executive Officer |
