8-K

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): July 27, 2021

FIRST NORTHWEST BANCORP

(Exact name of registrant as specified in its charter)

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:

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).

On July 27, 2021, David A. Blake, a Director of First Northwest Bancorp ("Company") and its banking subsidiary, First Federal Savings and Loan Association of Port Angeles ("First Fed"), advised the Boards of Directors of the Company and First Fed (collectively, the "Boards") of his intent to retire from the Boards effective September 28, 2021. The Boards subsequently announced approval of the election of Gabriel S. Galanda as a Director to fill the vacancy that will be created by Mr. Blake's retirement.

Mr. Blake is an independent director and member of the Audit (and Compliance) and Nominating and Corporate Governance Committees for both the Company and First Fed. The Company issued a press release announcing Mr. Blake's decision to retire.  His decision did not result from any disagreement with the Company or First Fed on any matter relating to either entity's operations, policies, or practices.

The Compensation Committee approved an accelerated vesting of 1,126 restricted shares of the Company's common stock previously awarded to Mr. Blake to vest in full on the date he retires, conditioned on Mr. Blake's continued Board service until September 28, 2021.

Mr. Galanda's term as a Director of the Company will be effective upon Mr. Blake's retirement and continue until the 2022 Annual Meeting of Shareholders, at which time it is anticipated that he will be nominated for re-election by the shareholders. The Company's Board has determined that Mr. Galanda meets the requirements for director independence under the applicable listing standards of The NASDAQ Stock Market LLC and the Securities Exchange Act of 1934, as amended. No decision has been made regarding Board committee appointments for Mr. Galanda.

There are no transactions in which Mr. Galanda has an interest requiring disclosure under Item 404(a) of Regulation S-K. There are no family relationships between him and any other executive officer or director of the Company or First Fed. Other than the compensation arrangements described below, there is no arrangement or understanding between Mr. Galanda and any other persons or entities pursuant to which Mr. Galanda will be elected as a Director of the Company.

Mr. Galanda will receive compensation for his services as a Director consistent with the Company's standard practices for non-employee (outside) Directors. For 2021, outside Directors receive an annual retainer of $32,000. Annual retainers for committee service are $4,000 for the Audit Committee and $2,500 for each other standing committee of the Company.  All retainers are paid in equal monthly installments. The Chairman, Vice Chairman and committee chairs receive higher annual retainers. Directors do not receive a fee for meeting attendance. In addition, consistent with the policy for first-time directors, Mr. Galanda will receive shares of the Company's common stock equivalent in value to $50,000 (based on the closing market price on the date he becomes a Director of the Boards), vesting in three equal annual installments. No additional compensation is paid to Directors for service on the First Fed Board.

A copy of the press release issued by the Company on July 28, 2021 regarding the foregoing is filed as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

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.

ex_267490.htm

Exhibit 99.1

First Northwest Bancorp Appoints Gabriel Galanda to its Board of Directors

PORT ANGELES, WA – July 28, 2021 – First Northwest Bancorp ("Company") (NASDAQ: FNWB), the holding company for First Federal Savings and Loan Association of Port Angeles ("Bank" or "First Fed"), today announced that David Blake will be retiring from the Board of Directors effective September 28, 2021. At the same time, the Board announced the appointment of Gabriel S. ("Gabe") Galanda to the Boards of Directors for the Company and First Fed. Mr. Blake has served on each Board since 2005.

“On behalf of the Board of Directors we thank Dave for his many years of valuable service, and we wish him the very best as he enters retirement,” said Stephen E. Oliver, Chairperson of the Boards. “At the same time, we are delighted to welcome Gabe to our Boards. The combination of his legal expertise, his commitment to the betterment of the communities we serve, and his knowledge of the needs of the traditionally underserved within those communities will be of great value to the future deliberations of our Board. ”

“I am honored to join the First Fed family and to represent Indigenous peoples in the banking world,” said Galanda.  “If through my Board service I am able to help improve life on the North Olympic Peninsula and the other communities the Bank serves, I will have succeeded.”

Galanda, who was born and raised in Port Angeles, is the managing lawyer at Galanda Broadman. He has been named to Best Lawyers in America in the field of Native American Law from 2007 to 2021 and dubbed a Super Lawyer by his peers from 2013 to 2021. Galanda is a frequent media commentator as well, having been interviewed and quoted on Indigenous rights issues by mainstream and international news outlets such as The New York Times, Wall Street Journal, The Guardian, and Le Monde.

“The Jamestown S’Klallam Tribe is delighted with this appointment of Gabe Galanda to the First Fed Boards.  We have known Gabe for many years and know he will complement the Boards with extensive knowledge and experience with Native Nations and our financial interests,” said W. Ron Allen, Jamestown S’Klallam Tribal Chairman and CEO. “Gabe represents the coming generations of Indigenous leaders who will help corporate organizations and boards succeed in positively impacting life in local communities.”

The American Bar Association named Galanda a Difference Maker in 2012. The Washington State Bar Association honored him with the Excellence in Diversity Award for his "significant contribution to diversity in the legal profession" in 2014. For his staunch disenrollment advocacy, the University Arizona College of Law awarded him the Professional Achievement Award in 2017, and Western Washington University named him a Distinguished Alumnus in 2018.

Galanda received his Juris Doctor Law Degree from the University of Arizona in 2000 and earned his Bachelor of Arts Degree in English from Western Washington University in 1997.  He received his Associate of Arts Degree from Peninsula College in 1995.  He is a citizen of the Round Valley Indian Tribes.

About the Company

First Northwest is a bank holding company that primarily engages in the business activity of its subsidiary, First Fed. First Fed is a community-oriented financial institution which has served customers and communities since 1923.  Currently First Fed has 11 full-service branches and one lending center serving Clallam, Jefferson, Kitsap, Whatcom, and King counties in Washington. First Fed’s business and operating strategy is focused on building sustainable earnings through hiring experienced bankers, geographic expansion, diversifying our loan product mix, expanding our deposit product offerings that deliver value-added solutions, enhancing existing services and digital service delivery channels, and enhancing our infrastructure to support the changing needs and expectations of our customers.

First Northwest Bancorp press release

July 28, 2021

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.

Note: Transmitted on Globe Newswire on July 28, 2021 at 8:00 a.m. PDT.