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 24, 2022
FIRST NORTHWEST BANCORP
(Exact name of registrant as specified in its charter)
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Washington | | 001-36741 | | 46-1259100 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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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))
Securities registered pursuant to Section 12(b) of the Act:
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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 |
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 ☐
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) The 2022 Annual Meeting of Shareholders of First Northwest Bancorp ("Company") was held on May 24, 2022 ("Annual Meeting").
(b) There were a total of 10,003,622 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 8,834,169 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 indicated below.
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| | FOR | | WITHHELD | | BROKER NON-VOTES |
| | Number of Votes | | | Percentage of shares voted1 | | Number of Votes | | Percentage of shares voted1 | | Number of Votes |
| Two-Year Term | | | | | | | | | | |
| Gabriel S. Galanda | 7,729,109.03 | | | 95.82% | | 336,736.00 | | 4.17% | | 768,324.00 |
| Three-Year Term | | | | | | | | | | |
| Sherilyn G. Anderson | 7,581,450.45 | | | 93.99% | | 484,394.57 | | 6.00% | | 768,324.00 |
| Dana D. Behar | 7,684,343.86 | | | 95.27% | | 381,501.17 | | 4.72% | | 768,324.00 |
| Cindy H. Finnie | 7,578,411.03 | | | 93.95% | | 487,434.00 | | 6.04% | | 768,324.00 |
Based on the voting results set forth above, Gabriel S. Galanda was duly elected to serve as a director for a two-year term expiring at the annual meeting of shareholders in 2024, and Sherilyn G. Anderson, Dana D. Behar, and Cindy H. Finnie were duly elected to serve as directors for a three-year term expiring at the annual meeting of shareholders in 2025, each until their successors have been duly elected and qualified.
The terms of Directors Craig A. Curtis, Matthew P. Deines, Stephen E. Oliver, Norman J. Tonina, Jr., and Jennifer Zaccardo continued.
Proposal 2. Approval of the Amended and Restated Articles of Incorporation - Declassification. Shareholders approved the Amended and Restated Articles of Incorporation of First Northwest Bancorp declassifying the Board of Directors and making other changes as discussed above. The percentage of shares outstanding voted for approval of Proposal 2 was 80.04%. As a result of the approval of Proposal 2, it is expected that all director positions will be up for election at the 2023 Annual Meeting of Shareholders. The vote was as follows:
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| | Number of Votes | | Percentage of shares voted1 |
| For | 8,007,303.99 | | 99.27% |
| Against | 41,024.04 | | 0.50% |
| Abstain | 17,518.00 | | 0.21% |
| Broker Non-Vote | 768,323.00 | | N/A |
Proposal 3. Approval of the Amended and Restated Articles of Incorporation - Remove Supermajority. The proposal to approve the Amended and Restated Articles of Incorporation of First Northwest Bancorp removing the supermajority provisions did not receive the required affirmative vote of at least 80% of the outstanding shares of common stock. The percentage of shares outstanding voted for approval of Proposal 3 was 77.02%. The vote was as follows:
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| | Number of Votes | | Percentage of shares voted1 |
| For | 7,705,502.99 | | 95.53% |
| Against | 335,850.04 | | 4.16% |
| Abstain | 24,492.00 | | 0.30% |
| Broker Non-Vote | 768,324.00 | | N/A |
Proposal 4. 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:
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| | Number of Votes | | Percentage of shares voted1 |
| For | 7,254,570.41 | | 89.94% |
| Against | 434,922.62 | | 5.39% |
| Abstain | 376,352.00 | | 4.66% |
| Broker Non-Vote | 768,324.00 | | N/A |
Proposal 5. 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, 2022 by the following vote:
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| | Number of Votes | | Percentage of shares voted |
| For | 8,426,594.41 | | 95.38% |
| Against | 133,761.62 | | 1.51% |
| Abstain | 273,813.00 | | 3.09% |
| Broker Non-Vote | N/A | | N/A |
Item 7.01 Regulation FD Disclosure2
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, positive results stemming from the Company's business strategies in 2021. The Company is not undertaking to update this presentation or the information contained therein.
Inclusion of Item 7.01 of this report is not 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.
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| Exhibit No. | Description |
99.12 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
________________________
1 | Excludes Broker Non-Votes |
2 | 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 the Company 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.
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| | | FIRST NORTHWEST BANCORP |
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| Date: | May 31, 2022 | /s/Matthew P. Deines |
| | | Matthew P. Deines |
| | | President and Chief Executive Officer |
