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, 2013
Northfield Bancorp, Inc.
(Exact name of registrant as specified in its charter)
|
|
Delaware |
1-35791 |
80-0882592 |
|
|
|
(State or other jurisdiction |
(Commission File No.) |
(I.R.S. Employer |
|
|
|
|
|
|
|
|
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 5.07 Submission of Matters to a Vote of Security Holders
The 2013 Annual Meeting of Stockholders was held on May 22, 2013 (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.
|
NAME |
FOR |
WITHHELD |
BROKER NON-VOTES |
|
John R. Bowen |
28,022,737 |
475,026 |
16,720,299 |
|
Gil Chapman |
27,994,822 |
502,941 |
16,720,299 |
|
John J. DePierro |
27,976,877 |
520,886 |
16,720,299 |
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, 2013.
|
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
|
44,914,576 |
272,465 |
31,021 |
0 |
Matter 3. An advisory (non-binding) resolution to approve the executive compensation described in the Proxy Statement.
|
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
|
27,682,102 |
758,368 |
57,292 |
16,720,300 |
Matter 4. An advisory (non-binding) proposal with respect to the frequency that stockholders will vote on our executive compensation.
|
One Year |
Two Years |
Three Years |
ABSTAIN |
BROKER NON-VOTES |
|
26,362,282 |
272,465 |
1,834,820 |
28,195 |
16,720,300 |
Item 9.01. Financial Statements and Exhibits.
None
-2-
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, 2013 |
By: /s/ William R. Jacobs |
|
|
William R. Jacobs |
|
|
Chief Financial Officer |
|
|
(Principal Financial and Accounting Officer) |
-3-