Document
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 23, 2018
 
 
Northfield Bancorp, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-35791
80-0882592
(State or other jurisdiction
of incorporation)
(Commission File No.)
(I.R.S. Employer
Identification No.)
 
581 Main Street, Woodbridge, New Jersey
 
07095
(Address of principal executive offices)
 
(Zip code)
 
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))

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. ¨

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Item 5.07    Submission of Matters to a Vote of Security Holders

The 2018 Annual Meeting of Stockholders was held on May 23, 2018 (the “Annual Meeting”). The matters considered and voted on by the Company’s stockholders at the Annual Meeting and the votes of stockholders were as follows:
Matter 1. The election of four directors, each for a three-year term with the exception of Patrick E. Scura, Jr. whose term is two years.
 
 
 
 
NAME
 
FOR
 
WITHHELD
 
BROKER NON-VOTES
 
 
 
 
 
 
 
Timothy C. Harrison
 
34,361,631
 
340,194
 
7,283,521
Karen J. Kessler
 
34,394,517
 
307,308
 
7,283,521
Patrick L. Ryan
 
32,855,210
 
1,846,615
 
7,283,521
Patrick E. Scura, Jr.
 
33,934,596
 
767,229
 
7,283,521

Matter 2. The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
41,282,792
 
512,901
 
189,653
 


Matter 3. An advisory (non-binding) resolution to approve the executive compensation described in the Proxy Statement.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
32,601,824
 
1,811,878
 
288,123
 
7,283,521


Item 8.01.     Other Events.

On May 23, 2018, the independent directors of the Company’s Board of Directors reappointed Mr. John P. Connors, Jr., the Board’s Chair of the Nominating and Corporate Governance Committee, to serve as Lead Independent Director for a two-year term.

 
Item 9.01.    Financial Statements and Exhibits.

None.


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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.
 
NORTHFIELD BANCORP, INC.

DATE:  May 24, 2018
By:
/s/ William R. Jacobs
 
 
William R. Jacobs
 
 
Chief Financial Officer
 
 
(Principal Financial and Accounting Officer)


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