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): January 24, 2023

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

On January 24, 2023, Boards of Directors of First Northwest Bancorp (the "Company") and its banking subsidiary, First Fed Bank ("First Fed"), announced approval of the election of Lynn Terwoerds as a Director expanding the number of directors of both Boards to ten.

Ms. Terwoerds' term as a Director of the Company is effective immediately and will continue until the 2023 Annual Meeting of Shareholders, at which time it is anticipated that she will be nominated for re-election by the shareholders. The Company's Board has determined that Ms. Terwoerds meets the requirements for director independence under the listing standards of The NASDAQ Stock Market LLC and applicable rules of the Securities and Exchange Commission. Ms. Terwoerds was appointed to serve on the Audit (and Compliance) Committee for both the Company and First Fed.

There are no transactions in which Ms. Terwoerds has an interest requiring disclosure under Item 404(a) of Regulation S-K. There are no family relationships between her 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 Ms. Terwoerds and any other persons or entities pursuant to which Ms. Terwoerds will be elected as a Director of the Company.

Ms. Terwoerds will receive compensation for her services as a Director consistent with the Company's standard practices for non-employee (outside) Directors. For 2023, outside Directors receive an annual retainer of $36,530. Annual retainers for committee service are $4,160 for the Audit Committee and $2,600 for each other standing committee of the Company.  All retainers are paid in equal monthly installments. The Chair, Vice Chair 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, Ms. Terwoerds will receive shares of the Company's common stock equivalent in value to $50,000 (based on the closing market price on January 24, 2023), 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 January 25, 2023, 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

Exhibit No.	Description
99.1	Press Release dated January 25, 2023
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:	January 25, 2023	/s/Matthew P. Deines
		Matthew P. Deines
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Contact:        Matthew P. Deines President & CEO (360) 457-0461

Lynn Terwoerds Appointed to First Fed Board

PORT ANGELES, Wash., Jan. 25, 2023 (GLOBE NEWSWIRE) -- First Fed Bank, subsidiary of First Northwest Bancorp (NASDAQ: FNWB), announced today that Lynn Terwoerds has been appointed to the Board of Directors.

"Lynn is a trusted leader and strategist with extensive experience in cybersecurity for Fortune Global 500 companies. She is adept at optimizing the connections between people, process, and technology. Lynn will be an outstanding addition to our board,” said Matt Deines, President and CEO of First Fed Bank and FNWB.

“First Fed is committed to delivering excellence to their customers, communities, and growing number of fintech partners. I am excited to contribute my technology leadership experience to their journey,” said Terwoerds.

Lynn Terwoerds has over 24 years of experience as a technology thought leader and cybersecurity strategist for global companies including Microsoft, Barclays PLC, and Oracle. Her experience ranges from running global security incident response to developing long-term security strategy for critical infrastructure, which required top secret clearance. She has held leadership positions in multiple industries including healthcare and financial services.

Ms. Terwoerds is a member of the National Association of Corporate Directors and holds NACD Directorship Certification™. Additionally, Ms. Terwoerds is Board President of the Northwest Maritime Center and on the Advisory Board of the Executive Women’s Forum. She previously served on the Board of Directors for the National Women’s Sailing Foundation which is dedicated to enriching the lives of women and girls through education and access to sailing.

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 16 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. In 2021, the Company entered a joint venture to found Quin Ventures, Inc., a fintech focused on financial wellness and lifestyle protection for consumers nationwide. Other fintech partnership initiatives include banking-as-a-service, digital payments and marketplace lending. 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 has been recognized by Puget Sound Business Journal as a best workplace, middle market fast 50, and top corporate philanthropist in 2022. By popular vote, First Fed received 2022 awards for Best Bank in the Best of the Northwest, Best Bank in Best of the Peninsula (Clallam and Jefferson), and Best Financial Advisor in Jefferson 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

January 25, 2023

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 January 25, 2023 at 7:00 a.m. PDT.

XML

Document And Entity Information	Jan. 24, 2023
Document Information [Line Items]
Entity, Registrant Name	FIRST NORTHWEST BANCORP
Document, Type	8-K
Document, Period End Date	Jan. 24, 2023
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