Form 8-K - Current report

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 2, 2024

FIRST NORTHWEST BANCORP

(Exact name of registrant as specified in its charter)

Washington		001-36741		46-1259100
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)



105 West 8th Street, Port Angeles, Washington	98362
(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:

Title of each class:		Trading Symbol(s):		Name of each exchange on which registered:
Common Stock, par value $0.01 per share		FNWB		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 ☐

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 Principal Officers; Election of Directors; Appointment of Principal Officers

(a)

On July 2, 2024, Jennifer Zaccardo, a Director of First Northwest Bancorp ("Company") and its banking subsidiary, First Fed Bank ("First Fed"), advised the Boards of Directors of the Company and First Fed (collectively, the "Boards") of her intent to retire from the Boards effective immediately. Ms. Zaccardo is an independent director and member of Nominating and Corporate Governance Committee for both the Company and First Fed. The Company issued a press release announcing Ms. Zaccardo’s decision to retire. Her 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 Nominating and Corporate Governance Committee, as part of its ongoing review of the composition of the Company’s Board of Directors, plans to evaluate whether to replace Ms. Zaccardo with a new director and, if the Nominating and Corporate Governance Committee determines to recommend that Ms. Zaccardo be replaced with a new director, it will assess the diversity, skill set, experience and other attributes of the Company's directors to determine a suitable candidate to recommend to the Company's Board of Directors.

(e)

The Compensation Committee approved an accelerated vesting of 1,476 restricted shares of the Company's common stock previously awarded to Ms. Zaccardo and scheduled to vest in full on March 7, 2025. The accelerated vesting date will be July 10, 2024.

A copy of the press release issued by the Company on July 9, 2024, 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

(d) Exhibit.	The following exhibit is furnished with this Form 8-K.

Exhibit No.	Description
99.1	Press Release dated July 9, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 NORTHWEST BANCORP


Date:	July 9, 2024	/s/Matthew P. Deines
		Matthew P. Deines
		President and Chief Executive Officer

Exhibit 99.1

Contact: Matthew P. Deines

President & CEO

(360) 457-0461

First Northwest Bancorp and First Fed Announce the Retirement of Jennifer Zaccardo from Boards of Directors

PORT ANGELES, Wash., July 09, 2024 (GLOBE NEWSWIRE) -- First Fed Bank and its holding company, First Northwest Bancorp (NASDAQ: FNWB) (collectively the “Company”), announced the retirement of Jennifer Zaccardo from the Company’s Boards of Directors, effective July 02, 2024.

“On behalf of the Board of Directors we thank Jennifer for her many years of valuable service, and we wish her the very best as she enters retirement,” said Cindy Finnie, Board Chair of FNWB and First Fed.

Zaccardo served on the First Fed Board for 13 years and the FNWB Board for 9 years, bringing a wealth of knowledge and dedication to the Company’s growth and success. She also recently served as Vice Chair of both boards from June 2022 to June 2023.

Zaccardo expressed appreciation of her fellow board members, stating, “It has been an honor to serve on the Board of such a forward-thinking and community-focused institution. I am proud of what we have achieved together and confident that First Fed will continue to thrive and make a positive impact.”

Previously, Zaccardo served as the President and Treasurer at Baker, Overby & Moore, Inc., a public accounting firm with which she has been affiliated since 1983. Zaccardo is also a past President and Treasurer of the Peninsula College Foundation Board of Governors and served on the Quillayute Valley School Board of Directors for 10 years. She is a member of both The American Institute of Certified Public Accountants and the Washington Society of Certified Public Accountants.

The Boards, through the Nominating and Corporate Governance Committee, are actively engaged in ongoing recruiting efforts and have identified several potential candidates that offer the diversity, skills, and experience appropriate for Board membership. The Committee will also determine whether adding a new Board member is in the best interest of the Bank at this time.

About the Company

First Northwest Bancorp (Nasdaq: FNWB) is a financial holding company engaged in investment activities including the business activity of its subsidiary, First Fed Bank, along with other fintech partnerships. First Fed is a small business-focused financial institution which has served its customers and communities since 1923. Currently First Fed has 17 locations in Washington state including 12 full-service branches. First Fed’s business and operating strategy is focused on building sustainable earnings by delivering a full array of financial products and services for individuals, small business, and commercial customers. Additionally, First Fed focuses on strategic partnerships with financial technology (“fintech”) companies to develop and deploy digitally focused financial solutions to meet customers’ needs on a broader scale. FNWB also invests in fintech companies directly as well as through select venture capital partners. In 2022, the Company made a minority investment in Meriwether Group, a boutique investment banking and accelerator firm. First Northwest Bancorp was incorporated in 2012. The Company completed its initial public offering in 2015 under the ticker symbol FNWB and is headquartered in Port Angeles, Washington.

First Fed Bank was recognized by Puget Sound Business Journal as a Best Workplace and top Corporate Philanthropist in 2023. By popular vote, First Fed received 2023 awards for Best Bank in the Best of the Northwest, Best Bank in Readers’ Choice by Cascadia Daily News, Best Bank and Best Financial Advisor in Best of the Peninsula for Clallam County. Also, the community bank received a best-in-state bank award from Forbes in 2021. First Fed is a Member FDIC and equal housing lender.

First Northwest Bancorp press release

July 9, 2024

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 9, 2024 at 1:00 p.m. PDT.

Document And Entity Information	Jul. 02, 2024
Document Information [Line Items]
Entity, Registrant Name	FIRST NORTHWEST BANCORP
Document, Type	8-K
Document, Period End Date	Jul. 02, 2024
Entity, Incorporation, State or Country Code	WA
Entity, File Number	001-36741
Entity, Tax Identification Number	46-1259100
Entity, Address, Address Line One	105 West 8th Street
Entity, Address, City or Town	Port Angeles
Entity, Address, State or Province	WA
Entity, Address, Postal Zip Code	98362
City Area Code	360
Local Phone Number	457-0461
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	FNWB
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001556727