Northfield Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$NFBK
Savings Institutions
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 28, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||
| (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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||||||||||||
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 2025 Annual Meeting of Stockholders was held on May 28, 2025 (the “Annual Meeting”). The matters considered and voted on by Northfield Bancorp, Inc.'s (the “Company’s”) stockholders at the Annual Meeting and the votes of stockholders were as follows:
Matter 1. The election of the directors listed below.
| NAME | FOR | WITHHELD | BROKER NON-VOTES | |||||||||||||||||
| Gil Chapman* | 25,677,212 | 2,726,986 | 5,526,933 | |||||||||||||||||
| Steven M. Klein* | 26,908,040 | 1,496,158 | 5,526,933 | |||||||||||||||||
| Frank P. Patafio* | 26,652,912 | 1,751,286 | 5,526,933 | |||||||||||||||||
| Paul V. Stahlin ** | 27,025,585 | 1,378,613 | 5,526,933 | |||||||||||||||||
* Each to serve for a three-year term.
** To serve a one-year term.
Matter 2. An advisory (non-binding) resolution to approve the executive compensation described in the Proxy Statement.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 26,238,672 | 1,509,089 | 656,437 | 5,526,933 | |||||||||||||||||
Matter 3. An advisory (non-binding) proposal to approve the frequency of future stockholder votes on executive compensation described in the Proxy Statement.
| 1 Year | 2 Years | 3 Years | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||||||||
| 24,680,912 | 53,683 | 3,327,187 | 342,416 | 5,526,933 | ||||||||||||||||||||||
Matter 4. The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
| FOR | AGAINST | ABSTAIN | ||||||||||||
| 33,294,965 | 282,607 | 353,829 | ||||||||||||
On May 28, 2025, at the Company’s 2025 Annual Meeting of Stockholders, the stockholders cast their votes with respect to the advisory vote on the frequency of future stockholder votes to approve, on an advisory basis, the compensation paid to the Company’s named executive officers. After considering the stockholder voting on this matter, in which the choice receiving the highest number of votes was “one year,” the Company’s Board of Directors has determined that it will hold future stockholder advisory votes on executive compensation every year, in accordance with the vote of its stockholders, until the next required vote of the Company’s stockholders on the frequency of stockholder advisory votes on executive compensation.
Item 9.01. Financial Statements and Exhibits.
Not applicable.
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. | |||||||||||
| DATE: May 30, 2025 | By: | /s/ William R. Jacobs | |||||||||
| William R. Jacobs | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||