First Northwest Bancorp 8-K

What Happened

• First Northwest Bancorp (FNWB) filed an 8-K reporting that at its May 19, 2026 Annual Meeting shareholders approved the Amended and Restated 2020 Equity Incentive Plan and re‑elected the company’s board of directors for one‑year terms.
• The Amended Plan increases the pool of shares available for awards from 520,000 to 820,000 (an increase of 300,000 shares), clarifies that the plan will terminate 10 years after its effective date unless earlier terminated, adds flexibility for treatment of awards in a change in control, updates definitions and administration, and raises the annual non‑employee director compensation limit from $150,000 to $175,000. The full Amended Plan is filed as Exhibit 10.1 to the Form 8‑K.

Key Details

• Total shares outstanding and entitled to vote: 9,499,300; shares represented at the meeting (quorum): 7,741,679.66.
• Proposal 3 (Amended 2020 Equity Incentive Plan) vote: For 5,851,403.42 (90.38%), Against 275,255.24 (4.25%), Abstain 347,732.00 (5.37%).
• All board nominees were duly elected to one‑year terms (notable: Curt T. Queyrouze received 6,043,110.66 votes, 93.34% of shares voted).
• Proposal 2 (amending Articles to remove supermajority provisions) failed to meet the required 80% of outstanding shares—it received 67.37% in favor.
• Shareholders ratified Baker Tilly US, LLP as independent auditors for 2026 (For 7,285,594.98, 94.11%).

Why It Matters

• The approved increase in the equity award pool (300,000 additional shares) gives FNWB more capacity to grant stock‑based compensation to executives and employees, which can dilute existing shareholders when awards are issued.
• Plan updates (term clarity, change‑in‑control flexibility, higher non‑employee director pay limit) reflect governance and market practice changes that affect compensation structure and board costs.
• Re‑election of the full board provides continuity of leadership and strategy; failure to remove supermajority requirements means certain charter protections remain in place.

Keywords: equity incentive plan, stock awards, dilution, board election, proxy vote, auditor ratification.