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): December 9, 2021

Northfield Bancorp, Inc.

(Exact name of registrant as specified in its charter)

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))

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. ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 9, 2021, the Boards of Directors (the “Boards”) of Northfield Bancorp, Inc. (the “Company”) and Northfield Bank increased the number of directors serving on the Boards from nine to ten and appointed Gualberto (Gil) Medina to serve on the Boards, effective January 1, 2022, to the class of directors whose term expires at the 2023 Annual Meeting of Stockholders. At this time, the Boards expect Mr. Medina will serve on the Audit and Risk Committees.

There are no arrangements or understandings between Mr. Medina and any other person pursuant to which he became a director. Mr. Medina is not a party to any transaction with the Company or Northfield Bank that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K. Mr. Medina will receive the standard compensatory arrangements that the Company currently provides its non-employee directors, as described in the Company’s proxy statement for its 2021 Annual Meeting of Stockholders, as filed with the Securities and Exchange Commission on April 14, 2021.

Item 8.01    Other Events.

A copy of the Company’s news release announcing the appointment referenced above is attached as Exhibit 99 to this Current Report.

Item 9.01    Financial Statements and Exhibits.

(a)     Not Applicable.

(b)     Not Applicable.

(c)    Not Applicable.

(d)     Exhibits.

Exhibit No.    Exhibit

99.1        Press release dated December 9, 2021

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.

Document

Company Contact:

Damien Kane

Senior Vice President

Director of Marketing

732-499-7200 x2503

dkane@eNorthfield.com

FOR IMMEDIATE RELEASE

Northfield Bancorp, Inc. Announces

Appointment of Director Gil Medina

WOODBRIDGE, N.J., December 13, 2021 -- NORTHFIELD BANCORP, INC. (Nasdaq:NFBK) (the “Company’), today announced that its Boards of Directors appointed Gualberto (Gil) Medina as a director of both the Company and Northfield Bank.

Steven M. Klein, Chairman, President and CEO commented, “I’m pleased to announce that our Boards, under the leadership of Independent Director, Annette Catino, have appointed such a talented and well respected individual in Gil Medina. Gil’s diverse skills, life experiences, and contributions to his community, will play a key role in our continued development and growth.”

Mr. Medina is an Executive Vice President with CBRE Group, Inc., a full-service real estate services and investment firm. Mr. Medina, a resident of Little Falls, NJ, is a licensed real estate professional, who has worked for a diverse cross-section of industry sectors, including as Secretary of Commerce for the State of New Jersey. Mr. Medina is also an attorney and certified public accountant in the Commonwealth of Pennsylvania. Mr. Medina earned a J.D. from Temple University, and holds an undergraduate degree from Rutgers University. Mr. Medina serves in board leadership roles in business associations, non-profits, and health care, including the New Jersey State Chamber of Commerce, the Puerto Rico Science Technology & Research Trust, the Puerto Rico Consortium for Clinical Investigation, and St. Joseph’s Healthcare System.

About Northfield Bank

Northfield Bank, founded in 1887, operates 38 full-service banking branches in Staten Island and Brooklyn, New York, and Hunterdon, Middlesex, Mercer, and Union counties, New Jersey. For more information about Northfield Bank, please visit www.eNorthfield.com.

Forward-Looking Statements: This release may contain certain "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, and may be identified by the use of such words as "may," "believe," "expect," "anticipate," "should," "plan," "estimate," "predict," "continue," and "potential" or the negative of these terms or other comparable terminology. Examples of forward-looking statements include, but are not limited to, estimates with respect to the financial condition, results of operations and business of Northfield Bancorp, Inc. Any or all of the forward-looking statements in this release and in any other public statements made by Northfield Bancorp, Inc. may turn out to be wrong. They can be affected by inaccurate assumptions Northfield Bancorp, Inc. might make or by known or unknown risks and uncertainties as described in our SEC filings, including, but not limited to, those related to general economic conditions, particularly in the market areas in which the Company operates, the effects of the COVID-19 pandemic, including the effects of the steps taken to address the pandemic and their impact on the Company’s market and employees, competition among depository and other financial institutions, changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements, inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments, and adverse changes in the securities markets. Consequently, no forward-looking statement can be guaranteed. Northfield Bancorp, Inc. does not intend to update any of the forward-looking statements after the date of this release, or conform these statements to actual events.