8-K
Kearny Financial Corp. (KRNY)
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): October 28, 2021
KEARNY FINANCIAL CORP.
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 001-37399 | 30-0870244 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br>File No.) | (I.R.S. Employer<br>Identification No.) |
| 120 Passaic Avenue, Fairfield, New Jersey | 07004 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (973) 244-4500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-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 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<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock, $0.01 par value | KRNY | 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 Securities Holders |
|---|
The Annual Meeting of Stockholders of Kearny Financial Corp. (the “Company”) was held on October 28, 2021. The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Proxy Statement. Of the 76,744,887 shares outstanding and entitled to vote, 67,114,298 shares were present at the meeting in person or by proxy. The final results of the stockholders’ vote are as follows:
| 1. | Election of directors: | |||
|---|---|---|---|---|
| For | Withheld | Broker Non-Votes | ||
| --- | --- | --- | --- | |
| John N. Hopkins | 47,031,732 | 9,992,737 | 10,089,829 | |
| Catherine A. Lawton | 55,005,361 | 2,019,108 | 10,089,829 | |
| Craig L. Montanaro | 55,443,306 | 1,581,163 | 10,089,829 | |
| Leopold W. Montanaro | 53,260,668 | 3,763,801 | 10,089,829 | |
| 2. | The approval of the Kearny Financial Corp. 2021 Equity Incentive Plan: | |||
| --- | --- | |||
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-votes | |
| --- | --- | --- | --- | |
| 53,440,013 | 2,979,927 | 604,529 | 10,089,829 | |
| 3. | The ratification of the appointment of Crowe LLP as the Company’s independent auditor for the fiscal year ending June 30, 2022: | |||
| --- | --- | |||
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-votes | |
| --- | --- | --- | --- | |
| 66,565,912 | 248,538 | 299,848 | — | |
| 4. | An advisory, non-binding resolution to approve the Company’s executive compensation as described in the Proxy Statement: | |||
| --- | --- | |||
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-votes | |
| --- | --- | --- | --- | |
| 54,091,557 | 2,246,578 | 686,334 | 10,089,829 | |
| 5. | An advisory, non-binding proposal with respect to the frequency that stockholders will vote on the Company’s executive compensation: | |||
| --- | --- | |||
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- | --- |
| 49,920,546 | 163,167 | 6,611,798 | 328,958 | 10,089,829 |
In light of the voting results concerning the frequency with which stockholders will vote on the Company’s executive compensation, the Company’s Board of Directors intends that the Company will hold an annual advisory, non-binding vote on its executive compensation.
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.
| KEARNY FINANCIAL CORP. | ||
|---|---|---|
| DATE: October 29, 2021 | By: | /s/ Craig L. Montanaro |
| Craig L. Montanaro | ||
| President and Chief Executive Officer |