Attached files
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| EX-99.1 - First Financial Northwest, Inc. | ffnw8k32520exh991.htm |
| EX-3.2 - First Financial Northwest, Inc. | ex32bylawamend.htm |
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): March 25, 2020
First Financial Northwest, Inc.
(Exact name of registrant as specified in its charter)
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Washington
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001-33652
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26-0610707
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State or other jurisdiction of
incorporation
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Commission
File Number
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(I.R.S. Employer
Identification No.)
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201 Wells Avenue South, Renton, Washington
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98057
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number (including area code) (425) 255-4400
Not Applicable
(Former name or former address, if changed since last report)
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.
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4 (c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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FFNW
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The Nasdaq Stock Market, LLC
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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
(d) Appointment of New Directors
On March 25, 2020, the Board of Directors (“Board”) of First Financial Northwest, Inc. (the “Company”), appointed
Ms. Diane C. Davis to the Board effective March 25, 2020. Ms. Davis was also appointed to the Boards of Directors of the Company’s financial institution subsidiary, First Financial Northwest Bank (“Bank”), and its non-financial institution
subsidiary, First Financial Diversified Corporation (“FFD”). The appointment of Ms. Davis as a Director of the Company, the Bank and FFD was at the recommendation of the Company’s Nominating and Corporate Governance Committee. Ms. Davis was also
appointed to serve on the Company’s Nominating and Corporate Governance Committee, as well as the Bank’s Internal Asset Review and Investment and Asset/Liability committees, effective March 25, 2020. For further information concerning Ms. Davis’s
background, reference is made to the press release dated March 25, 2020, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
There are no family relationships between Ms. Davis and any director or other executive officer of the Company, the
Bank and FFD and Ms. Davis was not appointed as a director pursuant to any arrangement or understanding with any person. Ms. Davis has not engaged in any transaction with the Company, the Bank or FFD that would be reportable as a related party
transaction under the rules of the Securities and Exchange Commission.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On March 25, 2020, the Company amended its Bylaws to increase the number of directors from seven to eight
members. A copy of the Company’s Amended and Restated Bylaws are attached hereto as Exhibit 3.2.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being furnished herewith and this list shall constitute the exhibit index:
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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.
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FIRST FINANCIAL NORTHWEST, INC. |
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| DATE: March 25, 2020 |
By: /s/ Richard P. Jacobson
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Richard P. Jacobson
Executive Vice President and
Chief Financial Officer
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