Amalgamated Financial Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$AMAL
Major Banks
Finance
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 21, 2025
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 21, 2025, Amalgamated Financial Corp. (the "Company") held its Annual Meeting of Stockholders (the “Annual Meeting”). At the close of business of March 26, 2025, the record date of the Annual Meeting, an aggregate of 30,687,354 shares of the Company’s common stock were issued and outstanding.
At the Annual Meeting, of the 30,687,354 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting, there were present, in person or by proxy, 27,995,621 shares, representing approximately 91.22% of the total outstanding shares. At the Annual Meeting, the stockholders voted on three proposals, as described in greater detail in the Definitive Proxy Statement and cast their votes as described below.
1.At the Meeting, the vote to elect 11 directors to serve until the 2026 Annual Meeting and until their successors are duly elected and qualified. was as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||||||||||||||||||||||||||||||||||||||
| Lynne P. Fox | 25,917,049 | 697,268 | 13,350 | 1,367,954 | |||||||||||||||||||||||||||||||||||||||||||
| Priscilla Sims Brown | 26,373,095 | 241,692 | 12,880 | 1,367,954 | |||||||||||||||||||||||||||||||||||||||||||
| Maryann Bruce | 26,273,195 | 341,692 | 12,780 | 1,367,954 | |||||||||||||||||||||||||||||||||||||||||||
| Mark A. Finser | 26,544,333 | 69,784 | 13,550 | 1,367,954 | |||||||||||||||||||||||||||||||||||||||||||
| Darrell Jackson | 26,469,211 | 145,242 | 13,214 | 1,367,954 | |||||||||||||||||||||||||||||||||||||||||||
| Julie Kelly | 25,985,800 | 628,587 | 13,280 | 1,367,954 | |||||||||||||||||||||||||||||||||||||||||||
| JoAnn S. Lilek | 26,580,510 | 33,907 | 13,250 | 1,367,954 | |||||||||||||||||||||||||||||||||||||||||||
| Meredith Miller | 26,237,638 | 376,779 | 13,250 | 1,367,954 | |||||||||||||||||||||||||||||||||||||||||||
| Edgar Romney Sr. | 25,920,212 | 694,265 | 13,190 | 1,367,954 | |||||||||||||||||||||||||||||||||||||||||||
| Julieta Ross | 26,548,861 | 66,024 | 12,782 | 1,367,954 | |||||||||||||||||||||||||||||||||||||||||||
| Scott Stoll | 26,560,493 | 53,590 | 13,584 | 1,367,954 | |||||||||||||||||||||||||||||||||||||||||||
2.At the Meeting, the vote to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement pursuant to Item 402 of Regulation S-K (the "say-on-pay" vote), was as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 26,163,265 | 444,873 | 19,529 | 1,367,954 | |||||||||||||||||
3.At the Meeting, the vote to ratify Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, was as follows:
| FOR | AGAINST | ABSTAIN | |||||||||||||||
| 27,685,113 | 304,265 | 6,243 | |||||||||||||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits The following exhibit index lists the exhibits that are either filed or furnished with this Current Report on Form 8-K:
EXHIBIT INDEX
| Exhibit No. | Description | |||||||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||||||||||||
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.
| AMALGAMATED FINANCIAL CORP. | |||||||||||
By: | /s/ Priscilla Sims Brown | ||||||||||
Name: | Priscilla Sims Brown | ||||||||||
Title: | Chief Executive Officer | ||||||||||
| Date | |||||||||||
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