8-K

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): June 22, 2023

KEARNY FINANCIAL CORP.

(Exact Name of Registrant as Specified in its Charter)

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:

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. ☐

On June 22, 2023, Kearny Financial Corp. (the “Company”) and Kearny Bank (the “Bank”) announced that Curtland E. Fields and Melvina Wong-Zaza were each appointed to the boards of directors of the Company and the Bank, effective June 22, 2023.  There are no arrangements or understandings between Mr. Fields or Ms. Wong-Zaza and any other person pursuant to which Mr. Fields or Ms. Wong-Zaza became a director.  Neither Mr. Fields nor Ms. Wong-Zaza is a party to any transaction with the Company or the Bank that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K.  As of the date of this filing, Mr. Fields’ and Ms. Wong-Zaza’s committee appointments have not yet been finalized. A copy of the press release dated June 22, 2023, announcing the appointment of Mr. Fields and Ms. Wong-Zaza as directors is attached as Exhibit 99.1 of this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

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.

Exhibit 99.1

FOR IMMEDIATE RELEASE

June 22, 2023

For further information contact:

Craig L. Montanaro, President and Chief Executive Officer

Keith Suchodolski, Senior Executive Vice President and Chief Financial Officer

Kearny Financial Corp.

(973) 244-4500

KEARNY FINANCIAL CORP. APPOINTS NEW BOARD MEMBERS

Fairfield, New Jersey, June 22, 2023 – Kearny Financial Corp. (NASDAQ GS: KRNY) (the “Company”), the holding company of Kearny Bank (the “Bank”), announced that the Board of Directors of the Company and the Board of Directors of the Bank (together, the “Boards”) each appointed two new directors, Curtland E. Fields and Melvina Wong-Zaza, effective today.

Curtland E. Fields

Mr. Fields is President, Chief Executive Officer and Trustee of the Turrell Fund, a Foundation serving children and their families in New Jersey and Vermont.  Mr. Fields has also been a Trustee of the Fund since 1997, and he was appointed President and Chief Executive Officer of the Fund in 2005 after a distinguished career with AT&T.  Mr. Fields served as President of the $4 billion Consumer Services Division at AT&T and prior to that as President of AT&T’s largest operating region in the Midwest.  His experience at AT&T included assignments of increasing responsibility in finance, operations and marketing and included key assignments in the Office of the Chairman.

Mr. Fields holds an undergraduate degree in architecture and engineering, with high honors, from Princeton University. He also holds a master’s in business administration, in finance and marketing, with honors, from the Wharton School at the University of Pennsylvania.

Melvina Wong-Zaza

Ms. Wong-Zaza currently holds the position of Director, Strategic Global Clients at CMA-CGM Group, a global shipping company where she provides executive leadership and innovative solutions to global clients in Asia, Europe and USA markets.  Her career spans over 30 years in senior management and executive roles bridging sales, strategic marketing/pricing, customer service/documentation center management and e-commerce. Ms. Wong-Zaza is experienced at developing and expanding new markets with a focus on establishing long-term profitable client relationships.

John J. Mazur, Jr., Chairman of the Boards, commented, “Curt and Melvina bring a broad range of skills, experience and perspectives to the Boards, and we are pleased to welcome them.  We are confident that their backgrounds will provide us with valuable insight.”

About Kearny Financial Corp.

Kearny Financial Corp. is the parent company of Kearny Bank which operates from its administrative headquarters in Fairfield, New Jersey, and a total of 45 retail branch offices located throughout northern and central New Jersey and Brooklyn and Staten Island, New York.  At March 31, 2023, Kearny Financial Corp. had approximately $8.3 billion in total assets.