NFBK-2014.5.28 - 8-K Vote Results


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, 2014
 
 
Northfield Bancorp, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
1-35791
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))


















Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On May 28, 2014, stockholders of Northfield Bancorp, Inc. (the "Registrant") approved the Registrant's 2014 Equity Incentive Plan (the "Equity Incentive Plan"). A description of the Equity Incentive Plan is included in “Proposal II -- Approval of the Northfield Bancorp, Inc. 2014 Equity Incentive Plan” of the Registrant's Definitive Proxy Statement for its May 28, 2014 Annual Meeting, as filed with the Securities and Exchange Commission (the "SEC") on April 25, 2014, and is incorporated herein by reference.

On May 28, 2014, stockholders of the Registrant approved the Northfield Bancorp, Inc. Management Cash Incentive Plan (the "Cash Incentive Plan"). A description of the Cash Incentive Plan is included in “Proposal III -- Approval of the Northfield Bancorp, Inc. Management Cash Incentive Plan” of the Registrant's Definitive Proxy Statement for its May 28, 2014 Annual Meeting, as filed with the Securities and Exchange Commission (the "SEC") on April 25, 2014, and is incorporated herein by reference.

Item 5.07    Submission of Matters to a Vote of Security Holders

The 2014 Annual Meeting of Stockholders was held on May 28, 2014 (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 three directors, each for a three-year term and one director for a two-year term.
 
 
 
 
NAME
 
FOR
 
WITHHELD
 
BROKER NON-VOTES
Three-year term:
 
 
 
 
 
 
John W. Alexander
 
35,957,583
 
565,469
 
10,129,824
Annette Catino
 
35,672,183
 
850,869
 
10,129,824
John P. Connors, Jr.
 
32,665,323
 
3,857,729
 
10,129,824
 
 
 
 
 
 
 
Two-year term:
 
 
 
 
 
 
Steven M. Klein
 
35,105,031
 
1,418,021
 
10,129,824

Matter 2. The approval of the Northfield Bancorp, Inc. 2014 Equity Incentive Plan.

FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
28,634,687
 
7,637,869
 
250,496
 
10,129,824



Matter 3. The approval of the Northfield Bancorp, Inc. Management Cash Incentive Plan.

FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
34,456,354
 
1,856,677
 
210,021
 
10,129,824




Matter 4. The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014.





FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
46,126,231
 
378,150
 
148,495
 


Matter 5. An advisory (non-binding) resolution to approve the executive compensation described in the Proxy Statement.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
34,604,712
 
1,670,616
 
247,724
 
10,129,824


Item 9.01.    Financial Statements and Exhibits.

None
Exhibit No.
 
Description
10
 
Northfield Bancorp, Inc. 2014 Equity Incentive Plan (incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement for the 2014 Annual Meeting of Stockholders (File No. 1-35791), as filed with the SEC on April 25, 2014).
 
 
 
 
 
Northfield Bancorp, Inc. Management Cash Incentive Plan (incorporated by reference to Appendix B of the Registrant's Definitive Proxy Statement for the 2014 Annual Meeting of Stockholders (File No. 1-35791), as filed with the SEC on April 25, 2014).








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:  June 2, 2014
By:
/s/ William R. Jacobs
 
 
William R. Jacobs
 
 
Chief Financial Officer
 
 
(Principal Financial and Accounting Officer)