NASDAQ: FNWB First Northwest Bancorp 8-K

First Northwest shareholders approve 300K-share equity plan expansion but reject charter reform

Filed May 22, 2026 · Period ending May 19, 2026 · ~1 min read

Key Changes

high

Charter amendment to remove supermajority voting provisions failed despite 98.85% support of votes cast; required 80% of outstanding shares but received only 67.37% due to broker non-votes and non-participation.

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
high

Shareholders approved 300,000-share increase to equity incentive plan (57.7% expansion to 820,000 total shares) with 90.38% support, diluting existing holders as awards are granted.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
low

Non-employee director compensation cap raised from $150,000 to $175,000 annually (16.7% increase) under amended equity plan.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
low

Say-on-pay vote passed with 84.64% support (9.02% against), indicating general acceptance of executive compensation program.

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
low

All nine directors elected with 87.26%–93.34% support; Baker Tilly ratified as auditor with 94.11% approval.

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →

Summary

First Northwest Bancorp's annual meeting produced a split outcome: shareholders overwhelmingly supported governance reform but fell short of the threshold needed to enact it, while approving a significant expansion of equity compensation.

The charter amendment to eliminate supermajority voting provisions received near-unanimous support among votes cast (98.85% for, 1.06% against) but failed because it required 80% of all outstanding shares. Only 67.37% of outstanding shares voted in favor, with broker non-votes and shareholder non-participation preventing the reform from clearing the existing supermajority hurdle it sought to remove.

Shareholders approved expanding the 2020 equity incentive plan by 300,000 shares to 820,000 total—a 57.7% increase that will dilute existing holders as awards vest. The plan also raised the annual director compensation cap to $175,000. With 90.38% support, the equity expansion passed comfortably. Routine matters proceeded normally: directors won election with 87%–93% support, say-on-pay passed with 84.64%, and the auditor was ratified at 94.11%. The failed charter reform stands out as the material governance issue—broad shareholder support exists for change, but the existing supermajority structure blocks its own removal.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~300 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

2 Added

Added Equity plan amendment approval medium

Added in current filing · verify on EDGAR →

On May 19, 2026, at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of First Northwest Bancorp (the “Company”), shareholders approved Proposal 3: Approval of the First Northwest Bancorp Amended and Restated 2020 Equity Incentive Plan (the “Amended Plan”).

Shareholders approved an amended equity incentive plan at the annual meeting. This updates the company's existing 2020 plan that was originally approved in May 2020.

Show 1 minor / wording change

Added Plan term and governance updates low

Added in current filing · verify on EDGAR →

The Amended Plan also includes updates intended to modernize the existing plan and reflect current governance and market practices, including updates to certain definitions and administrative provisions, clarification of the plan term (the Amended Plan will terminate 10 years after its effective date, unless terminated earlier by the Board), additional flexibility regarding the treatment of outstanding awards in connection with a change in control

The amended plan includes governance updates such as a 10-year term limit, modernized definitions and administrative provisions, and additional flexibility for handling awards during a change in control. These changes align the plan with current market practices.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~700 words

Annual meeting results: directors elected, equity plan approved, but supermajority-removal charter amendment failed despite 98.85% support.

4 Added

Added Equity plan approval medium

Added in current filing · verify on EDGAR →

Shareholders approved the Amended and Restated 2020 Equity Incentive Plan including the increase in the number of shares available for issuance under the plan. The vote was as follows: Number of Votes | Percentage of shares voted1 | For | 5,851,403.42 | 90.38 % | Against | 275,255.24 | 4.25 % | Abstain | 347,732.00 | 5.37 % | Broker Non-Vote | 1,267,289.00 | N/A

Shareholders approved amendments to the 2020 Equity Incentive Plan, including an increase in shares available for issuance, with 90.38% support (61.6% of shares outstanding). This expands the company's ability to grant equity compensation to employees and directors.

Show 3 minor / wording changes

Added Director elections low

Added in current filing · verify on EDGAR →

There were a total of 9,499,300 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting 7,741,679.66 shares of common stock were represented in person or by proxy; therefore, a quorum was present.

All nine director nominees were elected for one-year terms with support ranging from 87.26% to 93.34% of votes cast. Support ranged from 59.5% to 63.6% of shares outstanding. Turnout was 81.5% of outstanding shares.

Added Say-on-pay vote low

Added in current filing · verify on EDGAR →

Shareholders approved, on an advisory (non-binding) basis, the compensation of the Company's named executive officers as follows. Number of Votes | Percentage of shares voted1 | For | 5,480,183.31 | 84.64 % | Against | 583,739.24 | 9.02 % | Abstain | 410,468.11 | 6.34 % | Broker Non-Vote | 1,267,289.00 | N/A

Executive compensation received advisory approval with 84.64% support (57.7% of shares outstanding), with 9.02% opposition. This is a routine outcome indicating general shareholder acceptance of the compensation program.

Added Auditor ratification low

Added in current filing · verify on EDGAR →

Shareholders ratified the appointment of Baker Tilly US, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026, by the following vote: Number of Votes | Percentage of shares voted1 | For | 7,285,594.98 | 94.11 % | Against | 392,092.68 | 5.06 % | Abstain | 63,992.00 | 0.83 % | Broker Non-Vote | 0.00 | N/A

Shareholders ratified Baker Tilly US, LLP as the independent auditor for 2026 with 94.11% support (76.7% of shares outstanding). This is a routine approval with no broker non-votes, as brokers can vote on auditor ratification without client instruction.