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Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
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Filed
by the registrant O
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Filed
by a party other than the registrant Q
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Check
the appropriate box:
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Q
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Preliminary
proxy statement
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Q
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Confidential,
for use of the Commission only (as permitted by Rule
14a-6(e)(2))
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Q
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Definitive
proxy statement
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O
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Definitive
additional materials
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Q
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Soliciting
material pursuant to § 240.14a-12
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FIRST
FINANCIAL NORTHWEST, INC.
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(Name
of registrant as specified in its charter)
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(Name
of person(s) filing proxy statement, if other than the
registrant)
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Payment
of filing fee (Check the appropriate box):
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O
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No
fee required.
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Q
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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N/A
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(2)
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Aggregate
number of securities to which transactions applies:
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N/A
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
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N/A
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(4)
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Proposed
maximum aggregate value of transaction:
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N/A
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(5)
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Total
fee paid:
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N/A
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Q
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Fee
paid previously with preliminary materials:
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N/A
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Q
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
previously paid:
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N/A
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(2)
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Form,
schedule or registration statement no.:
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N/A
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(3)
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Filing
party:
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N/A
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(4)
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Date
filed:
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N/A
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Supplement
dated May 21, 2008 to Proxy Statement dated April 15, 2008
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May 21,
2008
Background
As
explained in our proxy statement dated April 15, 2008, we are holding our annual
meeting of shareholders on Friday, May 23, 2008, at 9:00 a.m., local time, at
the Carco Theatre, located at 1717 Maple Valley Highway, Renton,
Washington.
At this
year’s meeting, we are asking our shareholders to: (1) elect eight directors;
(2) ratify the appointment of KPMG LLP as our independent auditor for 2008; and
(3) adopt the First Financial Northwest, Inc. 2008 Equity Incentive
Plan.
Error
in Voting Instructions
We are
providing this supplement to correct an error in the proxy statement’s
explanation of the voting rules that apply to the vote on the adoption of the
First Financial Northwest, Inc. 2008 Equity Incentive Plan. The error relates to
the description of how “broker non-votes” are treated, and it is only an issue
if your broker or other custodian holds your shares as your nominee (that is, in
“street name”).
As
background, brokers that have not received voting instructions from their
clients can vote their clients’ shares on “routine” proposals (such as director
elections), but they cannot vote those shares on “non-routine” proposals, such
as the proposal for the adoption of the 2008 Equity Incentive Plan. If a
shareholder fails to give voting instructions to his or her broker on a
non-routine proposal, then the broker will indicate on the proxy that the broker
does not have discretionary authority to vote those shares on that proposal, and
those shares will be treated as “broker non-votes” on that proposal. To be
approved, the proposal to adopt the 2008 Equity Incentive Plan must receive
“FOR” votes from the majority of the shares of common stock present either in
person or by proxy and entitled to vote on the matter at the annual meeting.
Because shares treated as “broker non-votes” were never specifically voted for
the proposal to adopt the 2008 Equity Incentive Plan, they will have no effect
on the vote on that proposal. (The April 15, 2008 proxy statement erroneously
stated that a broker non-vote would have the same effect as a vote “AGAINST” the
proposal.) Shares represented by broker non-votes will be counted in determining
whether there is a quorum.
Annual
Meeting of Shareholders on May 23, 2008
We plan
to convene the annual meeting of shareholders as planned on May 23, 2008 and we
will meet with and make a presentation to our shareholders that day. After the
presentation, a motion will be made to adjourn the meeting to permit
shareholders whose shares are held in street name to have an adequate
opportunity to consider this amended information. Assuming the shareholders
present at the meeting vote in favor of adjournment, our Chief Executive Officer
will announce that the meeting will be reconvened on June 20, 2008, at 9:00
a.m., local time, at our office at 201 Wells Avenue South, Renton, Washington.
At the reconvened meeting, we will open and close the polls and announce the
results of the voting on all three proposals. At the reconvened meeting in June,
there will be no further presentations by management, and we do not expect to
conduct any business other than concluding the voting on the proposals. If your
shares are held in street name with a broker, we encourage you to contact your
broker to provide instructions to vote your shares. Please note that the
proposal to adopt the 2008 Equity Incentive Plan appears as Proposal No. 3 in
the proxy statement, but as the second item for voting on the proxy
card.