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): May 8, 2020

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 8.01    Regulation FD Disclosure.

On May 8, 2020, Northfield Bancorp, Inc. issued a press release announcing a change to a virtual-only format for the 2020 Annual Meeting of Stockholders. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated by reference.

Item 9.01.    Financial Statements and Exhibits.

(a)Not Applicable.

(b)Not Applicable.

(c)Not Applicable

(d)Exhibits.

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

EXHIBIT 99.1

PRESS RELEASE DATED MAY 8, 2020

Exhibit 99.1

Company Contact:

M. Eileen Bergin

Investor Relations

Tel: (732) 499-7200, ext. 2515

FOR IMMEDIATE RELEASE

Northfield Bancorp, Inc. Announces Change to a Virtual-Only Format for 2020 Annual Meeting of Stockholders.

WOODBRIDGE, NJ – May 8, 2020 (GLOBE NEWSWIRE) – Northfield Bancorp, Inc. (NASDAQ: NFBK), announced today a change in the location of its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). In the interest of the health and safety of all participants and the community, the 2020 Annual Meeting now will be held by remote communication in a virtual-only format. Stockholders will not be able to attend the 2020 Annual Meeting in person.

The previously announced date and time of the 2020 Annual Meeting has not changed. Stockholders of record of our common stock at the close of business on March 30, 2020, the record date, can participate in the 2020 Annual Meeting via the virtual meeting website below.

For more information regarding the 2020 Annual Meeting, including our Proxy Statement and Annual Report, please visit www.enorthfield.com→Investor Relations→SEC Filings→Annual Meeting Materials.

Date: Wednesday, May 27, 2020

Time: 10:00 a.m., Eastern Time

Access to Virtual Location: www.virtualshareholdermeeting.com/NFBK2020

About Northfield Bank

Northfield Bank, founded in 1887, operates 37 full-service banking offices 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 being 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, our ability to successfully integrate acquired entities, if any, 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.