First Northwest Bancorp 8-K, filed Jun 24, 2020
First Northwest Bancorp (FNWB)
About this 8-K
First Northwest Bancorp filed this 8-K on June 24, 2020, reporting on events of June 19, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): June 19, 2020
FIRST NORTHWEST BANCORP
(Exact name of registrant as specified in its charter)
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Washington |
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001-36741 |
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46-1259100 |
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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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105 West 8th Street, Port Angeles, Washington |
98362 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code: (360) 457-0461
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:
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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, par value $0.01 per share |
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FNWB |
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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 [X] | ||
| 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. [X] | ||
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Item 5.02. |
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
On June 19, 2020, David Flodstrom, a Director of First Northwest Bancorp ("Company") and its banking subsidiary, First Federal Savings and Loan Association of Port Angeles ("First Federal"), advised the Boards of Directors of the Company and First Federal (collectively, the "Boards") of his intent to retire from the Boards effective September 22, 2020. Mr. Flodstrom is an independent director and member of the Company's Compensation Committee, as well as First Federal's Compensation and Loan Committees. The Company issued a press release announcing Mr. Flodstrom’s decision to retire on June 24, 2020. His decision did not result from any disagreement with the Company or First Federal on any matter relating to either entity's operations, policies, or practices.
The Compensation Committee has granted an award of restricted shares to Mr. Flodstrom for 1,452 shares of the Company’s common stock that will vest in full on the date he retires, and approved a cash payment equal to the value (based on the closing market price on the date he retires) of 3,600 shares that would have vested on July 7, 2021, in each case conditioned on Mr. Flodstrom’s continued Board service through September 22, 2020.
A copy of the press release issued by the Company on June 24, 2020, regarding the foregoing is filed as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.
| Item 9.01 Financial Statements and Exhibits | |
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Exhibit No. |
Description |
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99.1 |
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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 NORTHWEST BANCORP |
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Date: |
June 24, 2020 |
/s/Matthew P. Deines |
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Matthew P. Deines |
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President and Chief Executive Officer |
Contact: Matthew P. Deines
President & CEO
(360) 457-0461
First Northwest Bancorp Announces Board Member David T. Flodstrom’s Retirement
PORT ANGELES, WA – June 24, 2020 – First Northwest Bancorp (NASDAQ: FNWB) (“Company”), the holding company for First Federal Savings and Loan Association of Port Angeles (“Bank” or “First Federal”), today announced the retirement of board member David Flodstrom, effective September 22, 2020. Mr. Flodstrom notified the company of his intent to retire from both the Board of Directors of the Company and First Federal (collectively, the “Boards”) on June 19, 2020. Mr. Flodstrom has been a member of the Boards since 2002 and is a current member of the Company’s Compensation Committee as well as First Federal’s Compensation and Loan Committees.
“We sincerely thank David for over 18 years of service on our Board of Directors,” said Matthew P. Deines, President and CEO. “His expertise in management, human resources and governance was an invaluable resource and we wish him well in his retirement.”
About the Company
First Northwest Bancorp, a Washington corporation, is the bank holding company for First Federal Savings and Loan Association of Port Angeles. First Federal is a Washington state-chartered savings bank primarily serving communities in Western Washington State with thirteen banking locations - eight located within Clallam and Jefferson counties, two in Kitsap County, two in Whatcom County, and a lending center in King County.
Forward Looking Statements
Certain matters discussed in this press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, projections of future performance, perceived opportunities in the market, potential future credit experience, and statements regarding our mission and vision. These forward-looking statements are based upon current management expectations and may, therefore, involve risks and uncertainties. Our actual results, performance, or achievements may differ materially from those suggested, expressed, or implied by forward-looking statements as a result of a wide variety or range of factors including, but not limited to: increased competitive pressures; changes in the interest rate environment; the credit risks of lending activities; changes in general economic conditions and conditions within the securities markets; legislative and regulatory changes; and other factors described in the Company’s latest Annual Report on Form 10-K and other filings with the Securities and Exchange Commission ("SEC")-which are available on our website at www.ourfirstfed.com and on the SEC’s website at www.sec.gov.
Any of the forward-looking statements that we make in this Press Release and in the other public statements we make may turn out to be incorrect because of the inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Because of these and other uncertainties, our actual future results may be materially different from those expressed or implied in any forward-looking statements made by or on our behalf and the Company's operating and stock price performance may be negatively affected. Therefore, these factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. We do not undertake and specifically disclaim any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These risks could cause our actual results for fiscal 2020 and beyond to differ materially from those expressed in any forward-looking statements by, or on behalf of, us and could negatively affect the Company’s operations and stock price performance.
Note: Transmitted on Globe Newswire on June 24, 2020 at 11:59 A.M. PDT.