SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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) March 1, 2018
CLIFTON BANCORP INC.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 001-36390 | 46-4757900 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
1433 Van Houten Avenue, Clifton, New Jersey 07015
(Address of principal executive offices) (Zip Code)
(973)473-2200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing 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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).
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 |
A special meeting of the stockholders of Clifton Bancorp Inc. (the “Company”) was held on March 1, 2018. The final results for each of the matters submitted to a vote of stockholders at the special meeting are as follows:
| 1. | The proposal to approve the Agreement and Plan of Merger, dated November 1, 2017, by and among Kearny Financial Corp. and Clifton Bancorp Inc., and the transactions contemplated therein, was approved by the stockholders by the following vote: |
FOR | AGAINST | ABSTAIN | ||
15,940,057 | 707,186 | 405,728 |
There were no brokernon-votes on the proposal.
2. The proposal to approve, on anon-binding advisory basis, the compensation that certain executive officers of the Company may receive in connection with the merger of the Company and Kearny Financial Corp. pursuant to existing agreements or arrangements with the Company was approved by the stockholders by the following vote:
FOR | AGAINST | ABSTAIN | ||
10,300,541 | 6,455,424 | 297,006 |
There were no brokernon-votes on the proposal.
| Item 8.01 | Other Events |
On March 2, 2018, the Company issued a press release announcing the results of its special meeting of stockholders held on March 1, 2018. A copy of the Company’s press release dated March 2, 2018 is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Other Exhibits |
| (d) Exhibits |
Number | Description | |
| 99.1 | Joint Press Release dated March 2, 2018 | |
SIGNATURE
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 thereunto duly authorized.
| CLIFTON BANCORP INC. | ||||||
| Date: March 5, 2018 | By: | /s/ Paul M. Aguggia | ||||
| Paul M. Aguggia | ||||||
| Chairman, President and Chief Executive Officer | ||||||
