First Financial Northwest, Inc. (NASDAQ:FFNW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
(b) Retirement of Director
On June 14, 2017, 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 Gary F. Kohlwes 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
serve after reaching 75 years of age, Dr. Kohlwes reached the
mandatory retirement age and retired effective as of the
Company’s Annual Meeting of Shareholders (“Annual Meeting”) on
June 14, 2017.
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 Gary F. Kohlwes 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
serve after reaching 75 years of age, Dr. Kohlwes reached the
mandatory retirement age and retired effective as of the
Company’s Annual Meeting of Shareholders (“Annual Meeting”) on
June 14, 2017.
Dr. Kohlwes has served as a director of the Company since its
formation in 2007 and has served as a director of the Bank and
FFD since 1977 and 1980, respectively. In addition, Dr. Kohlwes
has served as Chairman of the Boards of the Company, the Bank and
FFD since 2013. Dr. Kohlwes also served as a member of the Board
of Directors’ Compensation and Awards Committee and Nominating
and Corporate Governance Committee.
formation in 2007 and has served as a director of the Bank and
FFD since 1977 and 1980, respectively. In addition, Dr. Kohlwes
has served as Chairman of the Boards of the Company, the Bank and
FFD since 2013. Dr. Kohlwes also served as a member of the Board
of Directors’ Compensation and Awards Committee and Nominating
and Corporate Governance Committee.
In connection with Dr. Kohlwes’ retirement, the Boards of
Directors of the Company, the Bank and FFD appointed Roger H.
Molvar as Chairman of the Board effective June 14, 2017. Prior to
his appointment as Chairman of the Board, Mr. Molvar had served
as a director of the Company since 2015 and had served as a
director of the Bank since 2015. Mr. Molvar also serves as a
member of the Board of Directors’ Compensation and Awards
Committee and Audit/Compliance/Risk Commitee.
Directors of the Company, the Bank and FFD appointed Roger H.
Molvar as Chairman of the Board effective June 14, 2017. Prior to
his appointment as Chairman of the Board, Mr. Molvar had served
as a director of the Company since 2015 and had served as a
director of the Bank since 2015. Mr. Molvar also serves as a
member of the Board of Directors’ Compensation and Awards
Committee and Audit/Compliance/Risk Commitee.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Change in Fiscal Year.
| (a) |
In connection with the retirement of Dr. Kohlwes from the
Company’s Board of Directors, the Company amended its Bylaws to decrease the number of directors from nine to eight members. A copy of the Company’s Amended and Restated Bylaws are attached hereto as Exhibit 3.2. |
Item 5.07 Submission of Matters to a Vote of Security
Holders
Holders
|
(a)
|
The Company’s Annual Meeting was held on June 14, 2017.
|
|
(b)
|
There were a total of 11,035,791 shares of the Company’s
common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 8,897,419 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:
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:
|
FOR
|
WITHHELD
|
BROKER
NON-VOTES
|
||||||||||||||||||
|
No. of votes
|
Percentage of
shares
present
|
No. of votes
|
Percentage of
shares
present
|
No. of broker
non-votes
|
||||||||||||||||
|
Joseph W. Kiley III
|
7,053,935
|
95.5
|
331,522
|
4.5
|
1,511,962
|
|||||||||||||||
|
Roger H. Molvar
|
7,080,951
|
95.9
|
304,506
|
4.1
|
1,511,962
|
|||||||||||||||
|
Richard M. Riccobono
|
7,074,001
|
95.8
|
311,456
|
4.2
|
1,511,962
|
Based on the voting results set forth above, Joseph W. Kiley III,
Roger H. Molvar and Richard M. Riccobono were elected to serve as
directors of the Company for a three-year term expiring at the
annual
Roger H. Molvar and Richard M. Riccobono were elected to serve as
directors of the Company for a three-year term expiring at the
annual
meeting of shareholders in 2020; each to serve as a director of
the Company until their respective successors have been duly
elected and qualified.
the Company until their respective successors have been duly
elected and qualified.
The terms of Directors Richard P. Jacobson, Daniel L. Stevens,
Gary F. Faull, Joann E. Lee and Kevin D. Padrick continued.
Gary F. Faull, Joann E. Lee and Kevin D. Padrick 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:
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:
|
For
|
Percentage
of
shares
present
|
Against
|
Percentage
of
shares
present
|
Abstain
|
Percentage
of
shares
present
|
Broker Non-
Vote
|
||||||
|
6,934,682
|
93.9
|
337,377
|
4.6
|
113,398
|
1.5
|
1,511,962
|
Based on the voting results set forth above, the compensation
of the Company’s named executive officers was approved by the
Company’s shareholders.
of the Company’s named executive officers was approved by the
Company’s shareholders.
Proposal 3. An advisory (non-binding) vote on whether an
advisory vote on executive compensation should be held every
one, two or three years. Set forth below are results of the
voting on this proposal:
advisory vote on executive compensation should be held every
one, two or three years. Set forth below are results of the
voting on this proposal:
|
One
Year
|
Two
Years
|
Three
Years
|
Abstain
|
Broker
Non-Vote
|
|||||||
|
4,892,961
|
227,214
|
2,048,565
|
216,717
|
1,511,962
|
Based on the votes set forth above, an advisory vote on
executive compensation to be held annually was approved by
shareholders.
executive compensation to be held annually was approved by
shareholders.
Proposal 4. Ratification of the appointment of Moss
Adams LLP as the Company’s independent auditors for the year
ending December 31, 2017. Set forth below are results of the
voting on this proposal:
Adams LLP as the Company’s independent auditors for the year
ending December 31, 2017. Set forth below are results of the
voting on this proposal:
|
For
|
Percentage
of
shares
present
|
Against
|
Percentage
of
shares
present
|
Abstain
|
Percentage
of
shares
present
|
Broker Non-
Vote
|
||||||
|
8,841,016
|
99.4
|
16,372
|
0.2
|
40,031
|
0.4
|
N/A
|
Based on the voting results set forth above, the appointment of
Moss Adams LLP as the Company’s independent auditors to serve
for the year ending December 31, 2017 was ratified by the
Company’s shareholders.
Moss Adams LLP as the Company’s independent auditors to serve
for the year ending December 31, 2017 was ratified by the
Company’s shareholders.
A copy of the Company’s Annual Meeting Presentation that was
provided at the Annual Meeting has been posted to the
Company’s website in the Investor Relations section at
www.ffnwb.com and is being furnished as Exhibit 99.1 to this
Form 8-K.
provided at the Annual Meeting has been posted to the
Company’s website in the Investor Relations section at
www.ffnwb.com and is being furnished as Exhibit 99.1 to this
Form 8-K.
(c) None.
| (d) |
In light of the voting results on Proposal 3
indicated above, the Company’s Board of Directors decided that the Company will hold an annual advisory vote on the compensation of named executive officers. The Company will continue to hold annual advisory votes until the Company’s Board of Directors decides to hold the next shareholder advisory vote on the frequency of advisory votes, which must occur at least once every six years. |
Item 7.01 Regulation FD Disclosure
The Company is furnishing presentation materials as Exhibit
99.1 to this report to Item 7.01 of Form 8-K. The Company
presented these materials at its Annual Meeting addressing,
among other things, the Company’s business strategies. The
foregoing description of information contained in the
presentation is qualified by reference to such presentation
materials attached as Exhibit 99.1. The Company is not
undertaking to update this presentation or the information
contained therein.
99.1 to this report to Item 7.01 of Form 8-K. The Company
presented these materials at its Annual Meeting addressing,
among other things, the Company’s business strategies. The
foregoing description of information contained in the
presentation is qualified by reference to such presentation
materials attached as Exhibit 99.1. The Company is not
undertaking to update this presentation or the information
contained therein.
The information in this Item 7.01 of this report (including
Exhibit 99.1) is being furnished to Item 7.01 of Form 8-K and
shall not be deemed to be “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that
Section, nor shall such information be deemed incorporated by
reference in any filing under the Securities Act of 1933, as
amended.
Exhibit 99.1) is being furnished to Item 7.01 of Form 8-K and
shall not be deemed to be “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that
Section, nor shall such information be deemed incorporated by
reference in any filing under the Securities Act of 1933, as
amended.
This Item 7.01 of this report will not be deemed an admission
as to the materiality of any information herein or contained
in the presentation (including Exhibit 99.1).
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) Exhibits
The following exhibits are being furnished herewith and this
list shall constitute the exhibit index:
list shall constitute the exhibit index:
3.2 Amended and Restated Bylaws of First Financial Northwest,
Inc.
Inc.
99.1 Annual Meeting Presentation of First Financial
Northwest, Inc.
Northwest, Inc.
About First Financial Northwest, Inc. (NASDAQ:FFNW)
First Financial Northwest, Inc. (First Financial Northwest) is a holding company for First Financial Northwest Bank (the Bank). The Bank primarily serves the greater Puget Sound region of King and to a lesser extent, Pierce, Snohomish and Kitsap Counties, Washington through its full-service banking office located in Renton, Washington and branch office in Mill Creek, Washington. The Bank’s business consists of attracting deposits from the public and utilizing these funds to originate one- to four-family residential, multifamily, commercial real estate, construction/land development, business and consumer loans. It focuses on its lending activities primarily on loans secured by commercial real estate, construction/land development, first mortgages on one- to four-family residences, multifamily and business lending. Its investment portfolio consisted principally of mortgage-backed securities, municipal bonds, the United States Government Agency obligations and corporate bonds.