Document
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): May 23, 2018
Northfield Bancorp, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 001-35791 | 80-0882592 |
(State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
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581 Main Street, Woodbridge, New Jersey | | 07095 |
(Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code: (732) 499-7200
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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))
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 5.07 Submission of Matters to a Vote of Security Holders
The 2018 Annual Meeting of Stockholders was held on May 23, 2018 (the “Annual Meeting”). The matters considered and voted on by the Company’s stockholders at the Annual Meeting and the votes of stockholders were as follows:
Matter 1. The election of four directors, each for a three-year term with the exception of Patrick E. Scura, Jr. whose term is two years.
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NAME | | FOR | | WITHHELD | | BROKER NON-VOTES |
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Timothy C. Harrison | | 34,361,631 | | 340,194 | | 7,283,521 |
Karen J. Kessler | | 34,394,517 | | 307,308 | | 7,283,521 |
Patrick L. Ryan | | 32,855,210 | | 1,846,615 | | 7,283,521 |
Patrick E. Scura, Jr. | | 33,934,596 | | 767,229 | | 7,283,521 |
Matter 2. The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018.
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FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
41,282,792 | | 512,901 | | 189,653 | | — |
Matter 3. An advisory (non-binding) resolution to approve the executive compensation described in the Proxy Statement.
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FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
32,601,824 | | 1,811,878 | | 288,123 | | 7,283,521 |
Item 8.01. Other Events.
On May 23, 2018, the independent directors of the Company’s Board of Directors reappointed Mr. John P. Connors, Jr., the Board’s Chair of the Nominating and Corporate Governance Committee, to serve as Lead Independent Director for a two-year term.
Item 9.01. Financial Statements and Exhibits.
None.
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.
NORTHFIELD BANCORP, INC.
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DATE: May 24, 2018 | By: | /s/ William R. Jacobs |
| | William R. Jacobs |
| | Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |