Form 8-K - Current report

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 23, 2024

First Financial Northwest, Inc.

(Exact name of registrant as specified in its charter)

Washington		001-33652		26-0610707
State or other jurisdiction of Incorporation		Commission File Number		(I.R.S. Employer Identification No.)
201 Wells Avenue South, Renton, Washington				98057
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number (including area code) [phone]

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		Trading Symbol(s)		Name of each exchange on which registered
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 5.07  Submission of Matters to a Vote of Security Holders

(a)	The Company’s Annual Meeting was held by means of remote communication on May 23, 2024.

(b)

There were a total of 9,174,425 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 7,719,492 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:

		FOR								WITHHELD								BROKER NON-VOTES
		No. of votes				Percentage of shares voted				No. of votes				Percentage of shares voted				No. of broker non-votes
Diane C. Davis			5,902,625				92.8				454,943				7.2				1,361,924
Richard P. Jacobson			6,241,835				98.2				115,733				1.8				1,361,924
Ralph C. Sabin			5,878,880				92.5				478,688				7.5				1,361,924

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 2027, 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, Joseph W. Kiley III, and Cindy L. Runger, 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:

For		Percentage of shares voted		Against		Percentage of shares voted		Abstain		Percentage of shares voted		Broker Non- Vote
5,966,581		93.8		342,273		5.4		48,714		0.8		1,361,924

Based on the voting results set forth above, the compensation of the Company’s named executive officers was approved by the Company’s shareholders.

2

---

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, 2024.  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
7,649,511		99.1		31,313		0.4		38,667		0.5		N/A

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, 2024 was ratified by the Company’s shareholders.

(c) None.

3

---

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 FINANCIAL NORTHWEST, INC.
DATE: May 29, 2024	By:  /s/ Richard P. Jacobson
	Richard P. Jacobson        Executive Vice President and        Chief Financial Officer

4

---

Document and Entity Information	May 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 23, 2024
Entity File Number	001-33652
Entity Registrant Name	First Financial Northwest, Inc.
Entity Central Index Key	0001401564
Entity Incorporation, State or Country Code	WA
Entity Tax Identification Number	26-0610707
Entity Address, Address Line One	201 Wells Avenue South
Entity Address, City or Town	Renton
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98057
City Area Code	425
Local Phone Number	255-4400
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	FFNW
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

---