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): March 28, 2019
Northfield Bancorp, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 001-35791 | 80-0882592 |
(State or other jurisdiction of incorporation)
| (Commission File No.) | (I.R.S. Employer Identification No.)
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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. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 28, 2019, Northfield Bank (the “Bank”) the wholly owned subsidiary of Northfield Bancorp, Inc. (the “Company”) executed a First Amendment to Employment Agreement (the “Amendment”) with its Executive Vice President and Senior Credit Advisor Kenneth J. Doherty. The Amendment provides that effective March 28, 2019, Mr. Doherty relinquished his title of Executive Vice President. Mr. Doherty will retain the title of Senior Credit Advisor, however, he will no longer oversee the credit underwriting or credit administration functions at the Bank. Additionally, the Amendment includes an acknowledgement by Mr. Doherty that the change in his title and resultant change in his responsibilities and duties do not constitute Good Reason for resignation under the Employment Agreement dated December 17, 2018. The First Amendment to Employment Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K.
On March 29, 2019, the Company announced that effective immediately, Tara L. French, Executive Vice President and Chief Administrative Officer, will be responsible for oversight of credit underwriting and credit administration.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Exhibit
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| First Amendment to Employment Agreement |
| Press Release dated March 29, 2019 |
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.
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DATE: March 29, 2019 | By: | /s/ William R. Jacobs |
| | William R. Jacobs |
| | Executive Vice President and Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |