First Financial Northwest Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders
| (a) | The Company’s Special Meeting was held by means of remote communication on July 19, 2024. |
| (b) | There were a total of 9,174,425 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Special Meeting, 6,904,007 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 Inspectors of Election: |
Proposal 1. Approval of the Purchase and Assumption Agreement, dated as of January 10, 2024, by and among First Financial Northwest, Inc. (the “Company”), First Financial Northwest Bank (the “Bank”) and Global Federal Credit Union (“Global”), pursuant to which Global will acquire substantially all of the assets and assume substantially all of the liabilities (including deposit liabilities) of the Bank (the “asset sale”) all on and subject to the terms and conditions contained therein (the “asset sale proposal”). Set forth below are results of the voting on this proposal:
| For | Percentage of shares outstanding | Against | Percentage of shares outstanding | Abstain | Percentage of shares outstanding | Broker Non-Votes | ||||||
| 6,743,703 | 73.5 | 110,934 | 1.2 | 49,370 | 0.5 | 0 |
Accordingly, the proposal described immediately above, having received the favorable votes of at least two-thirds of the outstanding shares entitled to vote at the meeting, was declared to be duly adopted by the shareholders of the Company.
Proposal 2. Approval of the voluntary dissolution of the Company whereby, following the completion of the asset sale, the Company will take all necessary action to wind up its affairs, distribute its remaining net assets, including the remaining net cash proceeds from the purchase price paid by Global in the asset sale, to the shareholders of the company, and dissolve under applicable Washington law (the “Company dissolution proposal”). Set forth below are results of the voting on this proposal:
| For | Percentage of shares outstanding | Against | Percentage of shares outstanding | Abstain | Percentage of shares outstanding | Broker Non-Votes | ||||||
| 6,742,371 | 73.5 | 112,266 | 1.2 | 49,370 | 0.5 | 0 |
Accordingly, the proposal described immediately above, having received the favorable votes of at least two-thirds of the outstanding shares entitled to vote at the meeting, was declared to be duly adopted by the shareholders of the Company.
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Proposal 3. Approval, on an advisory (non-binding) basis, of the compensation that may be paid or become payable to certain executive officers of the Company in connection with the asset sale. 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-Votes | ||||||
| 4,471,498 | 64.7 | 2,344,820 | 34.0 | 87,689 | 1.3 | 0 |
Accordingly, the proposal described immediately above, having received the favorable votes of at least a majority of the shares present in person or by proxy at the meeting, was declared to be duly adopted by the shareholders of the Company.
Proposal 4. Approval of the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the asset sale proposal and the Company dissolution proposal. No adjournment or postponement of the special meeting was determined to be necessary or appropriate and, accordingly, the special meeting was not adjourned and proceeded to conclusion without consideration of a proposal to adjourn or postpone the special meeting.
(c) None.
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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: July 24, 2024 | By: | /s/ Richard P. Jacobson |
| Richard P. Jacobson | ||
| Executive Vice President and | ||
| Chief Financial Officer | ||
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