SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.   )

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

P.O. Box 660, Rockville, CT 06066

April 4, 2013March 23, 2015

Dear Shareholder:

You are cordially invited to attend the annual meeting of shareholders of RockvilleUnited Financial Bancorp, Inc. (the “Company”). The meeting will be held at Maneeley’s Banquet Facility, 65 Rye Street, South Windsor, Connecticutthe Springfield Sheraton, One Monarch Place, Springfield, Massachusetts 01144 on Thursday, May 16, 201321, 2015 at 10:2:00 a.m.p.m.

At the Annual Meeting you will be asked to: (1) elect three Directors; (2) consider and approve an advisory (non-binding) proposal on the Company’s executive compensation; (3) consider and approve an advisory (non-binding) proposal on the frequency of submission of the vote regarding the Company’s executive compensation; (4) approve the amendment of the Certificate of Incorporation to eliminate the 80% super majority vote on certain Certificate of Incorporation amendments; (5) approve an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock; (6) approve an amendment to the Certificate of Incorporation to allow for the conversion of the Corporation from Connecticut to Delaware; (7) ratify the appointment of Wolf & Company, P.C. as our independent auditors for the current year; and (3) to(8) transact such other business as may properly come before the Annual Meeting or any adjournments thereof.

The Board of Directors unanimously recommends that you voteFOR the election of the Board’s nominees for election as DirectorsDirectors;FOR the pay package;FOR the annual vote on the pay package;FOR the amendment of the Certificate of Incorporation to eliminate the 80% super majority vote;FOR the amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock;FOR the amendment to the Certificate of Incorporation to allow for the conversion of the Corporation from Connecticut to Delaware andFORthe ratification of Wolf & Company, P.C. as our independent auditors.

We encourage you to read the accompanying Proxy Statement, which provides information regarding RockvilleUnited Financial Bancorp, Inc. and the matters to be voted on at the Annual Meeting. We have also enclosed a copy of our 20122014 Annual Report to Shareholders, which includes itsUnited Financial Bancorp, Inc.’s Annual Report to the SEC on Form 10-K for the year ended December 31, 2012.2014.

It is important that your shares are represented at this meeting, whether or not you attend the meeting in person and regardless of the number of shares you own. To make sure your shares are represented, we urge you to complete and mail the enclosed proxy card. If you attend the meeting, you may vote in person even if you have previously voted.

We look forward to seeing you at the meeting.

ROCKVILLEUNITED FINANCIAL BANCORP, INC.

25 Park Street, Rockville,45 Glastonbury Boulevard, Glastonbury, CT 0606606033

860-291-3600

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 16, 201321, 2015

NOTICE IS HEREBY GIVEN that the 20132015 Annual Meeting of Shareholders (the “Annual Meeting”) of RockvilleUnited Financial Bancorp, Inc. (the “Company” or “Rockville”“United”), the holding company for RockvilleUnited Bank (the “Bank”), will be held on Thursday, May 16, 2013,21, 2015, at 10:2:00 a.m.p.m., at Maneeley’s Banquet Facility, 65 Rye Street, South Windsor, Connecticut 06074the Springfield Sheraton, One Monarch Place, Springfield, Massachusetts 01144 for the following purposes:

NOTE: The Board of Directors is not aware of any other business to come before the Annual Meeting.

Pursuant to the Company’s bylaws, the Board of Directors of the Company has fixed the close of business on March 22, 2013,9, 2015, as the record date for the determination of shareholders entitled to vote at the Annual Meeting. Only holders of common stock of record at the close of business on that date will be entitled to notice of and to vote at the Annual Meeting or any adjournments thereof.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE DATE, SIGN AND COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU DO ATTEND THE ANNUAL MEETING.

Rockville,Glastonbury, Connecticut

April 4, 2013March 23, 2015

ROCKVILLEUNITED FINANCIAL BANCORP, INC.

25 Park Street, Rockville,45 Glastonbury Boulevard, Glastonbury, CT 0606606033

860-291-3600

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of RockvilleUnited Financial Bancorp, Inc. (the “Company” or “Rockville”“United”), the holding company for RockvilleUnited Bank (the “Bank”), to be used at the Annual Meeting of Shareholders of the Company (the “Annual Meeting”) which will be held at Maneeley’s Banquet Facility, 65 Rye Street, South Windsor, Connecticutthe Springfield Sheraton, One Monarch Place, Springfield, Massachusetts 01144 on Thursday, May 16, 201321, 2015 at 10:2:00 a.m.p.m., and at any adjournment thereof. This Proxy Statement is expected to be first mailed to shareholders on or about April 4, 2013.March 23, 2015.

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

The Annual Meeting has been called for the following purposes: (1) to elect three Directors of the Company; (2) to consider and approve an advisory (non-binding) proposal on the Company’s executive compensation; (3) to consider and approve an advisory (non-binding) proposal on the frequency of submission of the vote regarding the Company’s executive compensation; (4) to approve the amendment of the Certificate of Incorporation to eliminate the 80% super majority vote on certain Certificate of Incorporation amendments; (5) to approve an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 60,000,000 to 120,000,000; (6) to approve an amendment to the Certificate of Incorporation to allow for the conversion of the Corporation from the State of Connecticut to Delaware; (7) to ratify the appointment of Wolf & Company, P.C. as our independent auditors for the year endedending December 31, 2013;2015; and (3)(8) to transact such other business as may properly come before the Annual Meeting or any adjournments thereof.

If you vote using the enclosed form of proxy, your shares will be voted in accordance with the instructions indicated. Executed but unmarked proxies will be votedFOR the election of the Board’s nominees as DirectorsDirectors;FOR the compensation package;FOR the annual vote on the pay package;FOR the amendment of the Certificate of Incorporation to eliminate the 80% super majority vote;FOR the amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock;FOR the amendment to the Certificate of Incorporation to allow for the conversion of the Corporation from Connecticut to Delaware andFOR the ratification of the appointment of Rockville’sUnited’s independent auditors. Except for procedural matters incident to the conduct of the Annual Meeting, the Board of Directors does not know of any matters other than those described in the Notice of Annual Meeting that are to come before the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named in the proxy will vote the shares represented by such proxy on such matters as determined by a majority of the Board of Directors.

SOLICITATION OF PROXIES

All costs of the solicitation of proxies will be borne by the Company. In addition to solicitation by mail, Directors, officers and other employees of the Company or the Bank may solicit proxies personally, by telephone or other means without additional compensation. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of the common stock. The Company has also retained Morrow & Co., LLC, a proxy soliciting firm, to assist in the solicitation of proxies at a fee of $7,000,$12,500, plus reimbursement of certain out-of-pocket expenses.

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REVOCATION OF PROXIES

Shareholders who execute proxies retain the right to revoke them. A shareholder giving a proxy may revoke it at any time prior to its exercise by (i) filing with the Secretary of the Company written notice of revocation, (ii) submitting a duly-executed proxy bearing a later date, or (iii) appearing at the Annual Meeting and voting in person. Unless so revoked, the shares represented by the proxies will be voted according to the shareholder’s instructions on the proxy or, if no instructions are given, in favor of the Proposalsproposals described in this Proxy Statement. In addition, shares represented by proxies will be voted as directed by the Board of Directors with respect to any other matters that may properly come before the Annual Meeting or any adjournment. Proxies solicited by this Proxy Statement may be exercised only at the Annual Meeting and any adjournment thereof and will not be used for any other meeting.

WHO CAN VOTE

Only shareholders of record as of the close of business on March 22, 2013,9, 2015, are entitled to vote at the Annual Meeting. As of March 13, 2013,x, 2015, there were approximately 27,960,63849,xxx,xxx shares of common stock, no par value (the “Common Stock”), issued and outstanding. The Company has no other class of securities outstanding at this time. Each share of Common Stock is entitled to one vote except as described below. All votes, whether voted in person or by proxy, will be tabulated by the Company’s Inspector of Elections appointed for the Annual Meeting by the Board of Directors. Abstentions and broker non-votes are counted for purposes of establishing a quorum. Pursuant to the Company’s Certificate of Incorporation, shareholders are not entitled to cumulate their votes for the election of Directors. The presence, in person or by proxy, of the holders of at least a majority of the total number of outstanding shares of Common Stock entitled to vote at the Annual Meeting (after subtracting any shares in excess of the Limit described below) is necessary to constitute a quorum.

As provided in the Company’s Certificate of Incorporation, holders of Common Stock who beneficially own in excess of 10% of the outstanding shares of Common Stock (the “Limit”) are not entitled to vote with respect to shares held in excess of the Limit. A person or entity is deemed to beneficially own shares owned by an affiliate of, as well as by persons acting in concert with, such person or entity. The Company’s Certificate of Incorporation authorizes the Board of Directors to (i) make all determinations necessary to implement and apply the Limit, including determining whether persons or entities are acting in concert, and (ii) demand that any person who is reasonably believed to beneficially own Common Stock in excess of the Limit supply information to the Company to enable the Board of Directors to implement and apply the Limit.

VOTING PROCEDURES

There is no cumulative voting for the election of Directors, and they are elected by a plurality of the vote. At the Annual Meeting, three Directors have been nominated; two Directors will be electednominated for a term of four years and one Director will be elected for a term of one year.years. Ratification of the appointment of the independent auditors requires the affirmative vote of a majority of the votes castshares present or represented at the Annual Meeting.Meeting and entitled to vote on the matter. An abstention by a shareholder present or represented at the Annual Meeting will have the same effect as a vote against the proposal to ratify the appointment of the independent auditors. Broker non-votes, however, are not counted as present and entitled to vote on the proposals,proposal, and have no effect on that vote. The electionAll of directors isthe matters to be voted on except the ratification of the auditors are considered a “non-routine” matter.matters. Therefore, if you do not provide your broker or nominee with voting instructions with regard to those matters, your broker or nominee will not be able to vote your shares on either vote.these votes. If you prefer, you may vote by using the telephone or Internet. For information on submitting your proxy or voting by telephone or Internet, please refer to the instructions on the enclosed proxy.

Approval of the Company’s Executive Compensation as described in the Compensation Discussion and Analysis and the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure) in this Proxy Statement (Proposal 2).Approval of this non-binding advisory vote on the Company’s executive compensation as described in this Proxy Statement requires the affirmative vote of holders of a majority of our common stock present in person or represented by proxy and entitled to vote on the matter. An abstention by a shareholder present or represented at the Annual Meeting will have the same effect as a vote against the proposal to consider and approve the Company’s executive compensation. Broker non-votes, however, are not counted as present and entitled to vote on the proposal, and have no effect on that vote. Because this proposal is advisory, it will not be binding upon the Board of Directors if approved. However, the Compensation Committee and the Board of Directors will take into account the outcome of the vote when considering future executive compensation arrangements.

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Approval of the frequency of submission of a proposal on the Company’s Executive Compensation (Proposal3).Approval of this non-binding advisory vote which allows shareholders to indicate whether they prefer an advisory vote on named executive compensation once every one (1), two (2), or three (3) years requires the affirmative vote of holders of a majority of our common stock present in person or represented by proxy at the Meeting. Because this proposal is advisory, it will not be binding upon the Board of Directors if approved. However, the Compensation Committee and the Board of Directors will take into account the outcome of the vote when considering future executive compensation arrangements. We are required to hold the advisory vote on the frequency of the say-on-pay proposal at least once every six years.

Approval of the amendment to the Certificate of Incorporation to eliminate the 80% super majority vote on certainCertificate of Incorporation Sections (Proposal 4). Approval of this proposal requires the affirmative vote of not less than eighty percent (80%) of the total votes eligible to be cast. Failure to vote or abstaining from voting has the same effect as a vote against.

Approval of the amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock from 60,000,000 shares to 120,000,000 shares (Proposal 5). Approval of this proposal requires the affirmative vote of holders of a majority of our common stock, assuming approval of Proposal 4. Failure to vote or abstaining from voting has the same effect as a vote against.

Approval of the amendment to the Certificate of Incorporation to allow for a conversion to a DelawareCorporation from a Connecticut Corporation (Proposal 6). Approval of this proposal requires the affirmative vote of holders of a majority of our common stock, assuming approval of Proposal 4. Failure to vote or abstaining from voting has the same effect as a vote against.

Executed but unmarked proxies will be votedFOR all proposals.

Except for procedural matters incident to the conduct of the Annual Meeting, the Company does not know of any matters other than those described in the Notice of Annual Meeting that are to come before the Annual Meeting. If any other matters properly come before the Annual Meeting, the persons named as proxies will vote upon such matters as determined by a majority of the Board of Directors.

Enclosed with this Proxy Statement is the Company’sUnited Financial Bancorp, Inc.’s (formerly Rockville Financial, Inc.) Annual Report to Shareholders for the year ended December 31, 2012,2014, which includes the Company’sUnited Financial Bancorp, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2012.2014.

CORPORATE GOVERNANCE

General

The Company formerly known as Rockville Financial, Inc. was formed on September 13, 2010 as a state-chartered, stock holding company in anticipation of the second step conversion of its predecessor mutual holding company, Rockville Financial, MHC, Inc. Fifty-five percent of the Company’s common stock was owned by Rockville Financial MHC, Inc., a state-chartered mutual holding company and the Company held all of the common stock of Rockville Bank (the “Bank”).

On March 3, 2011, the Company completed a plan of conversion and reorganization (the “Conversion”) whereby Rockville Financial MHC, Inc. converted from a partially public mutual holding company structure to a fully public stock holding company structure. At that time, Rockville Financial MHC, Inc. ceased to exist and Rockville Bank became a wholly-owned subsidiary of Rockville Financial, Inc.

The Company completed a merger of equals (the “Merger”) with United Financial Bancorp, Inc. (“Legacy United”) on April 30, 2014, was the legal acquirer and changed its name to United Financial Bancorp, Inc. in connection with the Merger. United Bank, a wholly-owned subsidiary of the legacy United Financial Bancorp, Inc., merged with and into Rockville Bank, and Rockville Bank changed its name to United Bank upon legal close. References in this proxy statement to

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the Company prior to the date of the ConversionMerger refer to the oldPre-Merger Rockville Financial, Inc. and the financial information in the accompanying Annual Report to Shareholders for the fiscal year ended December 31, 2010 is for the old Rockville Financial, Inc.(“Rockville” or “Legacy Rockville”).

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The business and affairs of the Company are managed by or under the direction of its Board of Directors. Members of the Board of Directors inform themselves of the Company’s business through discussions with its President and Chief Executive Officer and with other key members of management, by reviewing materials provided to them, and by participating in meetings of the Board of Directors and its committees.

Board Leadership Structure

The Company separates the roles of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two roles. Our Chief Executive Officer is responsible for setting the strategic direction for the Company, providing day-to-day leadership and managing our performance. The Chairman of the Board provides guidance to our Chief Executive Officer, works with our Chief Executive Officer to set the agenda for Board meetings and presides over meetings of the full Board, including executive sessions of the independent directors.

Risk Oversight

The Board of Directors of the Company (the “Board”) has the primary responsibility for general risk oversight of the Company with the Risk Committee of the Bank responsible for monitoring interest rate, credit, liquidity, strategic, technology and operational risk, and the Audit Committee of the Company responsible for monitoring financial risk. The Board, Risk Committee and Audit Committee periodically review Management’s implementation of a comprehensive Risk Management Program to identify, assess, mitigate, monitor, and most importantly communicate risk profiles inherent within the organization. Management assumes the responsibility for identifying and assessing various risks for the Board, Risk Committee and Audit Committee to ensure both proper mitigation and remediation plans are in place as well as compliance with all regulatory guidelines. In support of these requirements, in mid-year 2011, a newly createdThe Company’s Risk division was approved by the Board and promptly staffed with experienced individuals, each with decades of experience. Specifically,includes a Chief Risk Officer (“CRO”) was hired as a direct reportwhom reports directly to the President and Chief Executive Officer, as well as a dedicated Information Security Officer, Compliance Officer, Director of Internal Audit, Enterprise Risk Manager and BSA/AML Officer reporting to the CRO.CRO, and a Director of Internal Audit reporting to the Audit Committee. Numerous initiatives were developed and implemented and continued throughout 20122014 to continue to provide the Board, Risk Committee and Audit Committee information in a timely manner to allowfacilitate effective risk to be mitigatedmitigation efforts throughout the organization. The Board’s oversight is also augmented by the Risk Management Committee, which is now chaired by the CRO, as well as a slate of voting members comprised of Risk Division officers, Information Technology officers, and most members of Executive Management. Included as well is at least one outside Director who not only is a voting member, but provides a detailed monthly report to the Board at its next regularly scheduled meeting. The Risk Management Committee reports directly to the Chief Executive Officer.

As a regulated financial institution, RockvilleUnited Bank is examined on a Federal and State mandated schedule, by the respective banking authorities. The results of these examinations are presented to the full Board promptly and fully, along with Management’s formal response as prepared for and forwarded to the respective Federal or State agencies. Any findings and recommendations contained in the reportsReports of examination,Examination, as well as Internal Audit reports, are promptly implemented for corrective action and formally tracked by the Director of Internal Audit and directly communicated to the Audit Committee. These formalized processes provide a consistent, transparent, very detailed and “strong” review of any areas of concern and serve as additional risk management oversight. Risk management is also incorporated into the Compensation Committee process in the form of a risk assessment for various compensation plans as prepared by the CRO, and presented jointly with the Executive Vice President Chief Human Capital.Resources Officer.

Independence of Board of Directors and Members of Its Committees

It is the policy of the Company’s Board of Directors that a majority of its Directors be independent of the Company and its subsidiaries within the meaning of applicable laws and regulations and the listing standards of the NASDAQ Global Select Stock Market. The Governance and Nominating Committee reviews the independence of Board members on an ongoing basis and, at least once a year, makes a determination of each director’sDirector’s independence against the independence criteria and delivers a report to the Board.

Since the Company’s formation in 2004 and full conversion in 2011 and for many years prior thereto as a mutual savings bank, Rockville’sthe Company’s Board of Directors has been chaired by an independent member of the Board. The Chairman of the Board works with the President and Chief Executive Officer on Board procedures so as to maintain objectivity while at the same time taking advantage of the banking experience and insight of management in order to make effective use of the Board for the Company’s benefit. The Board believes it important to retain the flexibility to allocate the responsibilities of the office of Chairman of the Board in any manner that it determines from time to time to be in the best interests of the Company.

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The Holding Company’s Board of Directors has affirmatively determined that the Directors nominated for election at the annual meetingAnnual Meeting and all Directors of the Company whose terms continue are independent, with the exception of William H. W. Crawford, IV, the Company’s President and Chief Executive Officer, and Joseph F. Jeamel, Jr., the Company’s Executive Vice President until his retirement effective June 30, 2010.Officer. The Company’s Board of Directors has also affirmatively determined the Board’s Audit Committee is comprised entirely of independent Directors within

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the meaning of applicable laws and regulations, the listing standards of the NASDAQ Global Select Stock Market and the Company’s corporate guidelines as set forth in the Company’s Audit Committee Charter. The Audit Committee Charter can be found on the Company’s website under the link entitled “Governance“Corporate Overview -Governance Documents” atwww.rockvillefinancialinc.comwww.unitedfinancialinc.com. This document also can be requested in print by writing to Marliese L. Shaw, Corporate Secretary and Investor Relations, RockvilleUnited Financial Bancorp, Inc., 25 Park Street, Rockville,45 Glastonbury Boulevard, Glastonbury, CT 06066.06033. Ms. Shaw can be reached by e-mail at: mshaw@rockvillebank.com.mshaw@bankatunited.com. In addition, the Company’s Board of Directors has affirmatively determined that the Board’s Compensation Committee and Governance Committeesand Nominating Committee are comprised entirely of independent Directors within the meaning of applicable laws and regulations, and the listing standards of the NASDAQ Global Select Stock Market.

Independence Standards

As described above, the Company’s Board of Directors examines the independence of its members annually. In order for a Director to be considered independent, the Board must determine that the Director has no material relationship with the Company or its affiliates, either directly or as a partner, shareholder or officer of an organization that has such a material relationship. At a minimum, a Director will not be considered independent if, among other things, the Director:

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Board Meetings and Committees

The business of the Company’s and the Bank’s Boards of Directors is conducted through regularly scheduled meetings and activities of the Boards and their committees. TheDuring 2014, the Board of Directors of the Bank consists of those persons who serve as Directors of the Company. Additionally, members of the Company’s committees serve on the identical committees of the Bank. During 2012, the Board of DirectorsCompany held twelve (12) regular meetings and seven (7)six (6) special meetings. No Director attended fewer than 75% of the aggregate of the Bank’s and the Company’s Board and committee meetings in 2012,2014, of which he or she was a member, during the period he or she was a Director and a committee member.

Director Attendance at Annual Meetings of Shareholders

It is the Company’s policy to encourage the attendance of each member of the Board of Directors at the Company’s Annual Meeting of Shareholders. The Company expects all of its Directors to attend the Annual Meeting. Last year, all but two of the Directors attended the 20122014 Annual Meeting.

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Committees of the BoardBoards of Directors

The Company’s Board of Directors has six committees:four committees as described below: the Audit Committee, (as described below), the Compensation Committee (as described below), the Governance Committee (as described below), the Asset/Liability Committee, the Executive Committee and the LendingGovernance and Nominating Committee. EachThe Bank’s Board of Directors has a Risk Committee in addition to the four committees described above. The current members of the above committees is a joint committeeof the Boards of Directors of the Company and the Bank. TheBank are as follows:

Committees of the Board of Directors may, by resolution, designate one or more additional committees.of the Company

TheAudit Committee consistingof the Company’s Board of Directors Stuart E. Magdefrau, Chairman, Raymond H. Lefurge, Jr., Vice Chairman, David A. Engelson, and Richard M. Tkacz, meets periodically with the Company’s independent registered public accounting firm and management to review accounting, auditing, internal audit, compliance and financial reporting matters. This committee met nine (9) times during the year ended December 31, 2012.2014. Each member of the Audit Committee is independent in accordance with the listing standards of the NASDAQ

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Global Select Stock Market and the Securities and Exchange Commission’s (“SEC”) Audit Committee independence standards. The Board of Directors has determined that Mr. Lefurge and Mr. Magdefrau areis an audit committee financial expertsexpert under the rules of the SEC. The Audit Committee acts under a written charter adopted by the Board of Directors. The Audit Committee Charter can be found on the Company’s website under the link entitled “Governance“Corporate Overview -Governance Documents” atwww.rockvillefinancialinc.comwww.unitedfinancialinc.com. This document also can be requested in print by writing to Marliese L. Shaw, Corporate Secretary and Investor Relations, RockvilleUnited Financial Bancorp, Inc., 25 Park Street, Rockville,45 Glastonbury Boulevard, Glastonbury, CT 06066.06033. Ms. Shaw can be reached by e-mail at: mshaw@rockvillebank.com.mshaw@bankatunited.com. All of the members of the Audit Committee have a basic understanding of finance and accounting and are able to read and understand fundamental financial statements.

TheCompensation Committee currently consistsof the Company’s Board of Directors Kristen A. Johnson, Chairman, David A. Engelson, Vice Chairman, C. Perry Chilberg, Raymond H. Lefurge, Jr. and Rosemarie Novello Papa. This committee met nineteen (19)thirteen (13) times during the year ended December 31, 2012.2014. The Compensation Committee acts under a written charter adopted by the Board of Directors. The Compensation Committee Charter can be found on the Company’s website under the link entitled “Governance“Corporate Overview - Governance Documents” atwww.rockvillefinancialinc.comwww.unitedfinancialinc.com. This document also can be requested in print by writing to Marliese L. Shaw, Corporate Secretary and Investor Relations, RockvilleUnited Financial Bancorp, Inc., 25 Park Street, Rockville,45 Glastonbury Boulevard, Glastonbury, CT 06066.06033. Ms. Shaw can be reached by e-mail at: mshaw@rockvillebank.com.mshaw@bankatunited.com.

TheExecutive Committee of the Company’s Board of Directors was formed upon legal close of the Merger and met five (5) times during the year ended December 31, 2014. The Executive Committee acts under a written charter adopted by the Board of Directors. The Executive Committee Charter can be found on the Company’s website under the link entitled “Corporate Overview - Governance Documents” atwww.unitedfinancialinc.com. This document also can be requested in print by writing to Marliese L. Shaw, Corporate Secretary and Investor Relations, United Financial Bancorp, Inc., 45 Glastonbury Boulevard, Glastonbury, CT 06033. Ms. Shaw can be reached by e-mail at: mshaw@bankatunited.com.

TheRisk Committee of the Bank’s Board of Directors was formed upon legal close of the Merger and met five (5) times during the year ended December 31, 2014. The Risk Committee assumes the prior responsibilities of the Asset/Liability Committee and the Lending Committee, and acts under a written charter adopted by the Board of Directors of the Bank. The Risk Committee Charter can be found on the Company’s website under the link entitled “Corporate Overview - Governance Documents” atwww.unitedfinancialinc.com. This document also can be requested in print by writing to Marliese L. Shaw, Corporate Secretary and Investor Relations, United Financial Bancorp, Inc., 45 Glastonbury Boulevard, Glastonbury, CT 06033. Ms. Shaw can be reached by e-mail at: mshaw@bankatunited.com.

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Compensation Committee Interlocks and Insider Participation

Each member of the Compensation Committee of the Company’s Board of Directors is independent in accordance with the listing standards of the NASDAQ Global Select Stock Market. There were no Compensation Committee “interlocks” during 2012,2014, which generally means that no executive officer of the Company served as a member of the compensation committee or board of directors of another non-tax-exempt company, an executive officer of which serves on the Company’s Compensation Committee.

The Governance and Nominating Committee and Selection of Nominees for the Board

The Company has adopted a Governance and Nominating Committee Charter. The Governance and Nominating Committee Charter can be found on the Company’s website under the link entitled “Governance“Corporate Overview - Governance Documents” at

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www.rockvillefinancialinc.comwww.unitedfinancialinc.com. This document also can be requested in print by writing to Marliese L. Shaw, Corporate Secretary and Investor Relations, RockvilleUnited Financial Bancorp, Inc., 25 Park Street, Rockville,45 Glastonbury Boulevard, Glastonbury, CT 06066.06033. Ms. Shaw can be reached by e-mail at: mshaw@rockvillebank.com.mshaw@bankatunited.com. This Charter sets forth the procedure for selecting (i) Director nominees for election and/or re-election to the Board of Directors at the annual meeting of shareholders, (ii) candidates to fill vacancies on the Board in between annual meetings of shareholders, and (iii) Board members for membership on Board committees. The current members of the Governance Committee are Michael A. Bars, Chairman, C. Perry Chilberg, Vice Chairman, Kristen A. Johnson, Raymond H. Lefurge, Jr. and Stuart E. Magdefrau. This committee met seven (7)six (6) times during the year ended December 31, 2012.2014.

The Governance and Nominating Committee is responsible for recommending current Directors for re-nominationrenomination and for identifying and recruiting Director candidates as needed. Director candidates are recommended based upon their character and track record of accomplishments in leadership roles as well as their professional and corporate experience, skills and expertise; and more specifically based upon their observance of the highest standards of business and personal ethics and integrity, their active support of community activities in our market area, and their willingness to participate in appropriate business development efforts and Bank outreach events. Current Directors whose terms are expiring and those persons nominated by shareholders, if any, are reviewed under similar considerations, and also based on contribution, change of status and commitment to the Company. The Governance and Nominating Committee seeks to align Board composition with Rockville Bank’sthe Company’s strategic direction so that the Board’s members bring skills, experience and background that are relevant to the key strategic and operational issues that they will review, oversee and approve. Because being the best community bank in our market is a cornerstone of RockvilleUnited Bank’s strategic direction, community outreach and community leadership are important considerations in reviewing and selecting director candidates. Because the Company is a financial institution, familiarity with financial matters and business acumen are other important considerations. The Governance and Nominating Committee and the other members of the Board view the Company’s Board of Directors as a deliberative body and seek members who are willing to learn from each other and deliberate issues as they arise. The Governance and Nominating Committee completes an evaluation of the Board and its Committees annually and presents those results to the Company’s Board of Directors.

The Company does not have a diversity policy relating to Board membership, nor has it articulated a specific definition of diversity in this context.

The Governance Committee makes its recommendations toDuring the independent members ofperiod extending from April 30, 2014 through the Company’s Board of Directors. The independent members of the Board of Directors, by majority vote, recommend Director nominees to the full Board for election and/or re-election to the Board at the2017 annual meeting of shareholders and, if necessary, candidates(the “Three-Year Period”), but excluding nominations with respect to fill vacancies on the Board in between2017 annual meetingsmeeting of the shareholders. In making such recommendations, the independent Directors consider the recommendations ofshareholders, the Governance and Nominating Committee but may recommend Director nominees not recommended or considered by the Governance Committee. The Board of Directors then recommendsis authorized to the shareholderspropose Director nominees for election and/or re-election to the Board atin accordance with applicable federal securities laws and applicable stock exchange listing regulations, by majority vote of the annual meetingLegacy Rockville Directors serving on the Governance and Nominating Committee (with respect to election of shareholders.a successor to a Legacy Rockville Director) or by majority vote of the Legacy United Directors serving on the Governance and Nominating Committee (with respect to election of a successor to a Legacy United Director), as the case may be. In filling any vacancy on the Board of Directors during the Three-Year Period, the Board must consider only nominees recommended by the Governance and Nominating Committee.

Each nominee for election as a Director at the annual meeting described below under “Election of Directors (Proposal 1)” was recommended to the independent members of the Board by the Governance and Nominating Committee in accordance with the procedures set forth above. In determining to recommend re-election of those Directors whose terms expire in 2013,2015, the Governance and Nominating Committee and the independent members of the Board reviewed the specific credentials of the three (3) nominees and the general skill set and experience of the Board. Although the Governance and Nominating Committee may choose to recommend an increase in Board size in the future, it also determined that the ten (10)seven (7) remaining Directors, including the nominees, collectively have the requisite skill sets and experience to enable the Board to operate effectively. Although the Governance and Nominating Committee and Board considered all aspects

of the nominees’ credentials and experience, the following attributes were influential in its determination:

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Mr. JeamelMs. Aiello had been, prior to his retirementis the Chief Financial Officer and Vice President of Administration for Youth Opportunities Upheld, Inc. in 2010, an executive officer of the Company since its formation in 2004 and of Rockville Bank since 1990 and, before that had approximately 30 years with other Connecticut banks. He has had both operational and financial responsibilities at both institutions. He was one of two management directors on the Board. He is also active on the board of directors of a significant social services agency in the community and Treasurer of the Board of Trustees of a local not-for-profit health network. His banking and related business and leadership experience, as well as his community service experience, are valuable to the Board’s overall capabilities.

Mr. LefurgeWorcester, Massachusetts. She is a certified public accountant and the president of an accounting firm located in the community. He also is a financial expert under the rulesmember of the SEC. HisMassachusetts Society of Certified Public Accountants, the American Institute of Certified Public Accountants and the Central Massachusetts Financial Executives Organization. Her financial and leadership experience are valuable to the Board’s overall capabilities.

Ms. Leary is the President of Bay Path University, located in Longmeadow, Massachusetts, and serves on the board of directors of several major area not-for-profit organizations, including serving as a member of the compensation committee for a major charitable foundation located in Company’s local community. As the leader of a complex organization with hundreds of employees, Ms. Leary’s executive experience, as well as her extensive knowledge of community affairs, is valuable to the Board’s overall capabilities.

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Mr. MagdefrauRoss is a certified public accountant practicing withthe vice president and treasurer of an accounting firm that he founded,insurance agency located in Holyoke, Massachusetts and has served on the community. He also is aboard of directors of many civic associations and non-profit corporations over the years. His experience in the insurance and financial expert under the rules of the SEC. His financialservices industries, and his long time significant leadership experienceand involvement in community service are valuable to the Board’s overall capabilities.

The seven (7) remaining members of the Company’s Board are currently serving terms that expire in 2014, 20152016, 2017 and 2016.2018. The Governance and Nominating Committee and the Board do not consider the qualifications of these individuals annually. However, in reviewing the candidates for nomination or re-nomination each year, the Governance and Nominating Committee and Board do consider the mix of talents and experience of the entire Board. Among other things, the Governance and Nominating Committee and the Board consider the following qualities or experience of those members whose terms expire in 2014, 20152016, 2017 and 20162018 to be significant and relevant:

Mr. Bars is a partner with one of the largest law firms headquartered in Vernon, Connecticut and has served on the boards of directors of numerous community organizations. His legal and community service experience are valuable to the Board’s overall capabilities.

Mr. Crawford, Chief Executive Officerjoined the Company in January 2011 as Senior Executive Vice President of United Financial Bancorp, Inc. (formerly Rockville Financial, Inc.) and United Bank (formerly Rockville BankBank) and held this position until former President and Chief Executive Officer William J. McGurk’s planned retirement in April 2011, at which time Mr. Crawford became the President and Chief Executive Officer of both entities. Prior to joining Rockville,the Company, Mr. Crawford served in numerous executive roles with Wells Fargo Bank, Wachovia Bank, and SouthTrust Bank from 1997 to 2010 including: Executive Vice President, Commercial Banking, Eastern Virginia, Regional President/Executive Vice President in four different markets: Raleigh/Durham, Southeast Florida, Greensboro/Winston Salem, and Norfolk/Virginia Beach. Mr. Crawford has 25 years of industry experience including leading regional banks exceeding $4 billion in deposits and 1,000+ employee organizations.

Mr. EngelsonCrowley is the Chief Executive Officerpresident of one ofa real estate appraisal firm located in Wilbraham, Massachusetts and has extensive experience in valuing commercial real estate throughout the community’s most activeregion. His real estate subject matter expertise and visible social service agencies and is a prior elementary school principal in the community. His long time significant leadership and involvement in community service are valuable to the Board’s overall capabilities.

Mr. Tkacz is an entrepreneur who owns two community businesses with a significant presence in the construction and residential homeowner markets. His experience as an entrepreneur and participation in the business community are valuable to the Board’s overall capabilities.

Mr. Chilberg is an entrepreneur who owned a business with both a consumer retail function and a manufacturing component. His business experience as an entrepreneur in the community is valuable to the Board’s overall capabilities.

Ms. Johnson is the Vice President of Human Resources and Corporate Secretary of Connecticut Water Company.Services, Inc. Prior to joining Connecticut Water Company in 2007,Services, Inc., she served as Senior Vice President, Human Resources and Organizational Development Officer at Rockville Bank since 1996.from 1996 to 2007. Her human resources leadership and banking and related business experience, as well as her community service experience, are valuable to the Board’s overall capabilities.

Ms. PapaMr. Lefurge has served asis a certified public accountant and the Chairmanpresident of an accounting firm located in Vernon, Connecticut. He is in public practice for over 44 years, and continues to serve asis a member of the boardAmerican Institute of directorsCertified Public Accountants and Connecticut Society of Certified Public Accountants. His financial and leadership experience are valuable to the Board’s overall capabilities.

Mr. Magdefrau is a certified public accountant practicing with an accounting firm that he founded, located in Vernon, Connecticut. He also is an “audit committee financial expert” under the rules of the primary voluntary healthcare institutionSEC. His financial and leadership experience are valuable to the Board’s overall capabilities.

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Mr. Stewartis the president of an insurance agency located in the community. She also servesSpringfield, Massachusetts and has served on the board of directors of many civic associations and non-profit corporations, and is currently a local community college. Her leadershipdirector and executive committee member of Behavioral Health Network, Inc. His expertise in matters relating to insurance and financial services and community service experience are valuable to the Board’s overall capabilities.

Mr. Bars is a partner with one of the largest law firms headquartered in the community and has served on the boards of directors of numerous community organizations. His legal and community service experience are valuable to the Board’s overall capabilities.

Shareholder Nominations for the Board

Nominations by shareholders of record will be considered by the Governance and Nominating Committee if such nomination is submitted in writing to the Secretary of the Company either by mail or in person at the principal offices of the BankCompany located at 25 Park Street, Rockville, Connecticut 0606645 Glastonbury Boulevard, Glastonbury, CT 06033 not less than 100 days prior to any meeting of shareholders called for the election of Directors; provided however, that if fewer than 100 days’ notice of the meeting is given to shareholders, such nomination shall be mailed or delivered in person to the Secretary of the Company prior to the earlier of the close of business on the 10th10^th day following (i) the date on which notice of such meeting was given to shareholders; or (ii) the date on which a public announcement of such meeting was first made.

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To be considered, the shareholder’s nomination must contain (i) the name, age, business address and residence address of each proposed nominee; (ii) the principal occupation of each proposed nominee; (iii) the total number of shares of common stock of the Company that will be voted for each proposed nominee; (iv) the name and address of the notifying shareholder; (v) the number of shares of common stock of the Company that are beneficially owned by the notifying shareholder; (vi) any other information relating to the proposed nominee as required to be included in a proxy statement filed pursuant to the proxy rules of the SEC; and (vii) the nominee’s written consent to serve as a Director if elected.

Code of Ethics

The Company’s Standards of Conduct Policy is designed to promote the highest standards of ethical and professional conduct by the Company’s Directors, executive officers, including the principal executive officer, the principal accounting officer and employees, and is adopted annually. The Standards of Conduct Policy requires that the Company’s Directors, executive officers and employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in the Company’s best interest. Under the terms of the Standards of Conduct Policy, Directors, executive officers and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Standards of Conduct Policy.

The Company also has a Whistleblower Policy, which is incorporated into the Standards of Conduct Policy, that requires Directors, executive officers and employees to comply with appropriate accounting and internal controls and establishes procedures to report any perceived wrongdoing, questionable accounting or auditing matters in a confidential and anonymous manner. The Whistleblower Policy also prohibits the Company from retaliating against any Director, executive officer or employee who reports actual or apparent violations of the Standards of Conduct Policy. In accordance with this policy, communication of reports is directly to the Executive Vice President Human CapitalDirector of Internal Audit or the Chairman of the Audit Committee. A copy of the Standards of Conduct Policy, including the Whistleblower Policy is available, without charge, upon written request to Marliese L. Shaw, Corporate Secretary and Investor Relations, RockvilleUnited Financial Bancorp, Inc., 25 Park Street, Rockville,45 Glastonbury Boulevard, Glastonbury, CT 06066.06033.

Shareholder Communications with the Board

The Company endeavors to ensure that the Board of Directors or individual Directors, if applicable, consider the views of its shareholders, who may communicate with the Board of Directors by sending a letter or an e-mail to the Company’s Secretary, Judy Keppner Clark (JKClark@rockvillebank.com)Marliese L. Shaw (mshaw@bankatunited.com) or by written correspondence to the Board of Directors or an individual Director with a copy to Ms. Keppner Clark.Shaw. All communications to the Board will be reviewed by the Company’s Chairman and President,Chief Executive Officer, with appropriate recommendations then being made to the Board. The Company believes that this procedure allows the Board to be responsive to shareholder communications in a timely and appropriate manner.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

General

The Audit Committee has appointed Wolf & Company, P.C. as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the year ending December 31, 2013,2015, subject to

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ratification by the shareholders. In making its selection, the Audit Committee considered whether Wolf & Company, P.C.’s provision of services other than audit services is compatible with maintaining the independence of Rockville’sthe Company’s independent accountants. In addition, the Audit Committee reviewed the fees proposed by Wolf & Company, P.C for tax services and other fees for the year ending December 31, 2013,2015, and concluded that those fees are compatible with the independence of Wolf & Company, P.C.

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Audit Fees

The Audit Committee reviewed the fees described below for audit related services and tax services and concluded that those fees are compatible with the independence of Wolf & Company, P.C. for the years ended December 31, 20122014 and 2011.2013. The following table sets forth the aggregate fees billed by Legacy Rockville’s independent registered public accounting firm, Wolf & Company, P.C. for the years ended December 31, 20122014 and 2011:2013:

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditor

Consistent with SEC requirements regarding auditor independence, the Audit Committee is requiredhas adopted a policy to pre-approve all audit and permissible non-audit services provided by the independent auditor. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The Audit Committee reviews annually and pre-approves allhas delegated authority to the Chair of the Audit Committee to pre-approve up to $50,000 in audit and permittedpermissible non-audit services renderedservices. Any decisions by the Company’s independent auditors in accordance withChair of the Company’s Audit Committee Charter.under this delegated authority will be reported at the next meeting of the Audit Committee, and ratification of any action so taken will be sought.

All engagements of the independent auditor to perform any audit services and non-audit services during 20122014 were pre-approved by the Audit Committee in accordance with the Company’s Audit Committee Charter. There were no instances where this was waived.

REPORT OF THE AUDIT COMMITTEE

In accordance with rules adopted by the Securities and Exchange Commission, the Audit Committee of the Board of Directors of the Company submits this report for 2012.2014.

The Audit Committee of the Board of Directors is responsible for providing independent, objective oversight of the Company’s accounting functions and internal controls. Its responsibilities include appointing, compensating and monitoring the Company’s independent auditors. During 2012,2014, prior to the Merger the Committee was comprised of four (4) directors, Messrs. Magdefrau, Lefurge, Engelson and Tkacz and after the Merger the Committee was comprised of four (4) directors, Ms. Aiello and Messrs. Crowley, Magdefrau and Ross, each of whom is independent as defined by the rules of the NASDAQ Global Select Stock MarketsMarket and the SEC.

The Committee operates under a written charter approved by the Board of Directors. The Audit Committee Charter can be found on the Company’s website under the link entitled “Governance Documents” atwww.rockvillefinancialinc.com. This document also can be requested in print by writing to Marliese L. Shaw, Investor Relations, Rockville Financial, Inc., 25 Park Street, Rockville, CT 06066. Ms. Shaw can be reached by e-mail at: mshaw@rockvillebank.com.

Management is responsible for the Company’s internal controls and financial reporting process. The independent auditors, Wolf & Company P.C., are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and to issue a report thereon. The Committee’s responsibility is to monitor and oversee these processes.

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In connection with these responsibilities, the Committee met with management and Wolf & Company P.C. to review and discuss the 20122014 consolidated financial statements. The Committee also discussed with Wolf & Company P.C .P.C. the matters required by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards Vol 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Committee also received written disclosures and a letter from Wolf & Company P.C. required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Committee discussed with Wolf & Company P.C. the firm’s independence.

Based upon the Committee’s discussions with management and the independent auditors, and the Committee’s review of the presentations of management and the independent auditors, the Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’sUnited Financial Bancorp, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2012,2014, which willis expected to be filed with the SEC on March 14, 2013.9, 2015.

March 7, 2013x, 2015

The Audit Committee:

Kevin Ross, Chairman,

Stuart E. Magdefrau, Chairman,

Raymond H. Lefurge, Jr., Vice Chairman

DavidPaula A. EngelsonAiello

Richard M. TkaczMichael F. Crowley

ELECTION OF DIRECTORS

(Proposal 1)

The Certificate of Incorporation of the Company provides that the number of Directors shall not be fewer than eight (8) nor more than sixteen (16). The Certificate of Incorporation further provides that the number of Directors shall only be increased or decreased by the Board of Directors. Currently, the Board of Directors has set the number of Directors of the Company at eleven (11), but will decrease to ten (10) followingand of the Annual Meeting.Bank at sixteen (16). The Company’s Bylaws provide that no person age 70 or older is eligible for election and/or re-election as a Director. Joseph F. Jeamel, Jr. and William J. McGurk, both current Directors, are at an ageDirector; provided, however, that, makes themduring the Three-Year Period, no Legacy United Director or Legacy Rockville Director who served as a Director as of the closing of the Merger will be ineligible for re-election as a Director by virtue of being aged seventy (70) years or more at the Annual Meeting; however, the Company is making an exception to the retirement age policy at this time and allowing for the re-nomination of Mr. Joseph F. Jeamel, Jr. for a one-year term in order to assist with the Company’s transition to a fully public company and to maintain banking industry expertise on the Board during the transition. Mr. McGurk will retire at this year’s Annual Meeting.re-election.

Three (3) Directors will be elected at the Annual Meeting to serve for one-year and four-year terms as applicable, and until their successor is elected and qualified.expiring in 2019. Following the recommendation of the Governance Committee, the independent members and the full membership ofNominating Committee, the Board of Directors havehas recommended and nominated Joseph F. Jeamel, Jr., Raymond H. Lefurge, Jr.Paula A. Aiello, Carol A. Leary and StuartKevin E. Magdefrau,Ross, current Board members, for re-electionreelection as Director. ThereExcept as noted below, there are no arrangements known to Management between Joseph F. Jeamel, Jr., Raymond H. Lefurge, Jr.Paula A. Aiello, Carol A. Leary and StuartKevin E. MagdefrauRoss and any other person pursuant to which such nominee was selected. Mr. LefurgeIn accordance with the Bylaws of the Company adopted in connection with the Merger, Ms. Aiello, Ms. Leary and Mr. MagdefrauRoss are entitled to be nominated for a four-year termat the 2015 Annual Meeting, subject to expire in 2017satisfaction of the Company’s renomination policies and Mr. Jeamel is nominated for a one-year termcriteria applicable to expire in 2014.incumbent Directors.

The persons named on the enclosed proxy intend to vote for the election of Mr. Jeamel, Mr. LefurgeMs. Aiello, Ms. Leary and Mr. Magdefrau,Ross, unless the proxy is marked by the shareholder to the contrary. If Mr. Jeamel, Mr. LefurgeMs. Aiello, Ms. Leary or Mr. MagdefrauRoss is unable to serve, all valid proxies will be voted for the election of such substitute as the Board of Directors may recommend, or the Board of Directors may determine to reduce the number of directorships to eliminate the resulting vacancy. The Board knows of no reason why Mr. Jeamel, Mr. LefurgeMs. Aiello, Ms. Leary or Mr. MagdefrauRoss might be unavailable to serve. The table below and on the following pages sets forth certain information with respect to Mr. Jeamel, Mr. LefurgeMs. Aiello, Ms. Leary and Mr. Magdefrau,Ross, and each Director of the Company continuing in office.

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NOMINEE FOR DIRECTOR FOR ONE YEAR TERM TO EXPIRE IN 2014