ffnw8k51713.htm
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 15, 2013

                   First Financial Northwest, Inc.                
(Exact name of registrant as specified in its charter)

Washington
  
001-3365
  
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) (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))
 
 
 
 
Item 5.07  Submission of Matters to a Vote of Security Holders

(a)  
The Annual Meeting of Shareholders (the “Annual Meeting”) of First Financial Northwest, Inc. (“Company”) was held on May 15, 2013.

(b)  
There were a total of 18,805,168 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 16,645,294 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.  Four persons were nominated for election.  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
  
Gary F. Faull
     9,271,164     71.5       3,700,407     28.5       3,673,723  
Joann E. Lee
     9,278,613     71.5       3,692,958     28.5       3,673,723  
Kevin D. Padrick
     12,250,897     94.4       720,674     5.6       3,673,723  
Joseph W. Kiley III
     12,102,264     93.3       869,307     6.7       3,673,723  

Based on the voting results set forth above, Gary F. Faull, Joann E. Lee and Kevin D. Padrick were elected to serve as directors of the Company for a three-year term expiring at the annual meeting of shareholders in 2016 and Joseph W. Kiley III was elected to serve as a director of the Company for a one-year term expiring at the annual meeting of shareholders in 2014; each to serve as a director of the Company until their respective successors have been duly elected and qualified.

The terms of Directors Gary F. Kohlwes, Robert L. Anderson, Victor Karpiak and Daniel L. Stevens 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
present
  
 
 
 
 
Against
  
 
Percentage
of
shares
present
  
 
 
 
 
Abstain
  
 
Percentage
of
shares
present
  
 
 
 
Broker
Non-Vote
8,667,708
  
66.8
  
964,811
  
7.4
  
3,339,052
  
25.8
  
3,673,723

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

 
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Proposal 3.   Ratification of the appointment of Moss Adams LLP as the Company’s independent auditors for the year ending December 31, 2013.  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
16,567,194
  
99.5
  
48,631
  
0.3
  
29,470
  
0.2
  
--

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, 2013 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.fsbnw.com and is being furnished as Exhibit 99.1 to this Form 8-K.

(c) None.

Item 7.01  Regulation FD Disclosure

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, 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 pursuant 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).

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being furnished herewith and this list shall constitute the exhibit index:

99.1 Annual Meeting Presentation of First Financial Northwest, Inc.
 
 
 
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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 20, 2013  By:  /s/ Kari A. Stenslie                                       
          Kari A. Stenslie 
          Chief Financial Officer 
        


 
 
 
 
 
 
 
 
 
 
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