8-K/A 1 form8-kxasayonfrequency.htm 8-K/A Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

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 22, 2019

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, Suite 810, 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol
 
Name of exchange on which registered
Common stock, par value $0.01 per share
 
NFBK
 
The NASDAQ Stock Market LLC
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;
Explanatory Note

This Form 8-K/A is being filed as an Amendment (“Amendment No. 1) to the Current Report on Form 8-K filed by Northfield Bancorp. Inc. (the “Company”) with the U.S. Securities and Exchange Commission on May 28, 2019. The purpose of this Amendment No. 1 is to disclose the Company’s decision as to how frequently it will conduct future stockholder advisory votes regarding compensation paid to its named executive officers.


Item 5.07    Submission of Matters to a Vote of Security Holders

On May 22, 2019, at the Company’s 2019 Annual Meeting of Stockholders, the stockholders cast their votes with respect to the advisory vote on the frequency of future stockholder votes to approve, on an advisory basis, the compensation paid to the Company’s named executive officers.
After considering the stockholder voting on this matter, in which the choice receiving the highest number of votes was “one year,” the Company’s Board of Directors has determined that it will hold future stockholder advisory votes on executive compensation every year, in accordance with the vote of its stockholders, until the next required vote of the Company’s stockholders on the frequency of stockholder advisory votes on executive compensation.

Item 9.01.    Financial Statements and Exhibits.

(a)
Not Applicable.

(b)
Not Applicable.

(c)
Not Applicable.

(d)
Not Applicable

Exhibit No.        Exhibit

None




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:  July 29, 2019
By:
/s/ William R. Jacobs
 
 
William R. Jacobs
 
 
Chief Financial Officer
 
 
(Principal Financial and Accounting
 
 
Officer)