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) August 7, 2014

CLIFTON BANCORP INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	333-192598	46-4757900
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

1433 Van Houten Avenue, Clifton, New Jersey 07015

(Address of principal executive offices) (Zip Code)

(973) 473-2200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing 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))

Item 5.07Submission of Matters to a Vote of Security Holders

The annual meeting of the stockholders of Clifton Bancorp Inc. (the “Company”) was held on August 7, 2014.  The final results for each of the matters submitted to a vote of stockholders at the annual meeting are as follows:

1.   The following individuals were elected as directors, each for a three-year term by the following vote:

	FOR	WITHHELD
Paul M. Aguggia	16,976,657	182,982
Thomas A. Miller	16,244,104	915,535

There were 6,632,309 broker non-votes on the proposal.

2.   The appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2015 was ratified by the stockholders by the following vote:

FOR	AGAINST	ABSTAIN
23,347,375	274,577	169,996

There were no broker non-votes on the proposal.

3.   An advisory vote was taken on the compensation of the Company’s named executive officers as disclosed in the proxy statement and the vote was as follows:

FOR	AGAINST	ABSTAIN
16,233,214	586,880	339,545

There were 6,632,309 broker non-votes on the proposal.

Item 8.01Other Events

On August 8, 2014, the Company issued a press release announcing the results of its annual meeting of stockholders held on August 7, 2014.  A copy of the Company’s press release dated August 8, 2014 is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01Financial Statements and Other Exhibits

      (d)             Exhibits

Number                         Description

99.1                                Press Release dated August 8, 2014

SIGNATURE

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 thereunto duly authorized.

	CLIFTON BANCORP INC.
Date:  August 8, 2014	By:	/s/ Paul M. Aguggia
		Paul M. Aguggia
		Chairman, President and Chief Executive Officer

EX-99.1

NEWS RELEASE

Clifton Bancorp Inc. Announces Results of its Annual Meeting of Stockholders

          Clifton, New Jersey – August 8, 2014.  Clifton Bancorp Inc. (Nasdaq Global Select Market: CSBK) announced today the results of its annual meeting of stockholders that was held on August 7, 2014.  The results of the voting confirmed that Paul M. Aguggia and Thomas A. Miller have been re-elected to the Board of Directors of the Company to serve three-year terms, which will expire in 2017.  In addition, the stockholders voted in favor of the ratification of the appointment of BDO USA, LLP as independent auditors for the Company for the fiscal year ending March 31, 2015, and also voted in favor of the advisory vote on the compensation of the Company’s named executives.

Contact:  Bart D’Ambra

                 973-473-2200