FFNW First Financial Northwest
Filed: 10 Jun 21, 4:10pm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 9, 2021
First Financial Northwest, Inc.
(Exact name of registrant as specified in its charter)
State or other jurisdiction of
|201 Wells Avenue South, Renton, Washington||98057|
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number (including area code) (425) 255-4400
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:
|Title of each class|
Name of each exchange on
|Common Stock, par value $0.01 per share||FFNW||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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) Retirement of Director
On June 9, 2021, First Financial Northwest, Inc. (“Company”), its financial institution subsidiary, First Financial Northwest Bank (“Bank”), and its non-financial institution subsidiary, First Financial Diversified Corporation (“FFD”), announced the retirement of Director Daniel L. Stevens from each of their Boards of Directors. Under a joint mandatory retirement policy of the Company, the Bank and FFD, which provides that no director shall stand for re-election after reaching 75 years of age, Mr. Stevens reached the mandatory retirement age and retired effective as of the Company’s Annual Meeting of Shareholders (“Annual Meeting”) on June 9, 2021.
Mr. Stevens has served as a director of the Company, the Bank and FFD since 2012. In addition, he has served as Chairman of the Boards of the Company, the Bank and FFD since 2019. Mr. Stevens also served as Chair of the Board of Directors’ Compensation and Awards Committee.
In connection with Mr. Stevens’ retirement, the Boards of Directors of the Company, the Bank and FFD appointed Ralph C. Sabin as Chairman of the Board effective June 9, 2021. Prior to his appointment as Chairman of the Board, Mr. Sabin had served as a director of the Company, the Bank and FFD since 2019. He also serves as a member of the Board of Directors’ Audit/Compliance/Risk Committee.
Item 5.07 Submission of Matters to a Vote of Security Holders
|(a)||The Company’s Annual Meeting was held by means of remote communication on June 9, 2021.|
There were a total of 9,692,610 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 7,863,789 shares of common stock were represented in person or by proxy; therefore a quorum was present. The following proposals were submitted by the Board of Directors to a vote of shareholders and the following are the results as certified by the independent Inspector of Election:
Proposal 1. Election of Directors. Three persons were nominated for election each to serve for a three-year term. Directors are elected by a plurality of the votes cast, meaning that the nominees who receive the most “for” votes are elected as directors, subject to their qualification to serve as directors. Set forth below are results of the voting for the election of directors:
No. of votes
No. of votes
No. of broker
|Diane C. Davis||6,657,099||96.8||217,437||3.2||989,253|
|Richard P. Jacobson||6,688,402||97.3||186,134||2.7||989,253|
|Ralph C. Sabin||6,643,590||96.6||230,946||3.4||989,253|
Based on the voting results set forth above, Diane C. Davis, Richard P. Jacobson and Ralph C. Sabin were elected to each serve as directors of the Company for a three-year term expiring at the annual meeting of shareholders in 2024, each to serve as a director of the Company until their respective successors have been duly elected and qualified.
The terms of Directors Joann E. Lee, Roger H. Molvar, Richard M. Riccobono and Joseph W. Kiley III, continued.
Proposal 2. An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers, as described in the Company’s proxy statement for the Annual Meeting. This proposal requires the affirmative vote of a majority of the votes cast at the Annual Meeting. Set forth below are results of the voting on this proposal:
Based on the voting results set forth above, the compensation of the Company’s named executive officers was approved by the Company’s shareholders.
Proposal 3. Ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021. Set forth below are results of the voting on this proposal:
Based on the voting results set forth above, the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm to serve for the year ending December 31, 2021 was ratified by the Company’s shareholders.
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 FINANCIAL NORTHWEST, INC.
DATE: June 10, 2021
By: /s/Richard P. Jacobson
Richard P. Jacobson
|Executive Vice President and|
| Chief Financial Officer|