Form 8-K - Current report

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 22, 2024

Northfield Bancorp, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-35791	80-0882592
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common stock, par value $0.01 per share

NFBK

The NASDAQ Stock Market LLC

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 2024 Annual Meeting of Stockholders was held on May 22, 2024 (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
Timothy C. Harrison*	29,564,537	1,680,455	4,769,135
Karen J. Kessler*	29,236,190	2,008,802	4,769,135
Rachana A. Kulkarni*	30,411,568	833,424	4,769,135
Patrick I. Ryan **	30,363,910	881,082	4,769,135

* 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
29,687,070	1,347,769	210,153	4,769,135

Matter 3. The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.


FOR	AGAINST	ABSTAIN
35,153,261	649,891	210,975

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 22, 2024	By:	/s/ William R. Jacobs
		William R. Jacobs
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Cover Page Cover Page	May 22, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 22, 2024
Entity Registrant Name	Northfield Bancorp, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35791
Entity Tax Identification Number	80-0882592
Entity Address, Address Line One	581 Main Street,
Entity Address, City or Town	Woodbridge,
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07095
City Area Code	732
Local Phone Number	499-7200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	NFBK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001493225
Amendment Flag	false