0000909654-15-000070.txt : 20150807 0000909654-15-000070.hdr.sgml : 20150807 20150807163908 ACCESSION NUMBER: 0000909654-15-000070 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150806 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150807 DATE AS OF CHANGE: 20150807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Clifton Bancorp Inc. CENTRAL INDEX KEY: 0001592329 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36390 FILM NUMBER: 151038023 BUSINESS ADDRESS: STREET 1: 1433 VAN HOUTEN AVENUE CITY: CLIFTON STATE: NJ ZIP: 07013 BUSINESS PHONE: 973-473-2200 MAIL ADDRESS: STREET 1: 1433 VAN HOUTEN AVENUE CITY: CLIFTON STATE: NJ ZIP: 07013 8-K 1 clifton8kaug7-15.htm CURRENT REPORT clifton8kaug7-15.htm

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 6, 2015

CLIFTON BANCORP INC.
(Exact Name of Registrant as Specified in Its Charter)

Maryland
001-36390
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 5.07   Submission of Matters to a Vote of Security Holders

The annual meeting of the stockholders of Clifton Bancorp Inc. (the “Company”) was held on August 6, 2015.  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
       John H. Peto
19,092,048
1,316,588
       Joseph C. Smith
19,706,632
702,004
 
There were 3,892,452 broker non-votes on the proposal.
 
2.    
The Clifton Bancorp Inc. 2015 Equity Incentive Plan was approved by the stockholders by the following vote:

FOR
AGAINST
ABSTAIN
19,457,695
703,694
247,247
 
There were 3,892,452 broker non-votes on the proposal.

3.     
The appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2016 was ratified by the stockholders by the following vote:

FOR
AGAINST
ABSTAIN
24,035,065
172,307
93,516
     
There were 200 uncast votes and no broker non-votes on the proposal.
 
4.     
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
19,546,948
483,752
377,936
     
There were 3,892,452 broker non-votes on the proposal.


 
 
 

Item 8.01   Other Events

On August 7, 2015, the Company issued a press release announcing the results of its annual meeting of stockholders held on August 6, 2015.  A copy of the Company’s press release dated August 7, 2015 is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01   Financial Statements and Other Exhibits

      (d)             Exhibits

Number                            Description

99.1                                Press Release dated August 7, 2015

 
 
 
 
 

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 7, 2015
By:
/s/ Paul M. Aguggia  
    Paul M. Aguggia  
    Chairman, President and Chief Executive Officer  
       


EX-99.1 2 clifton8kaug7-15ex99.htm clifton8kaug7-15ex99.htm
NEWS RELEASE


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

          Clifton, New Jersey – August 7, 2015.  Clifton Bancorp Inc. (Nasdaq Global Select Market: CSBK) (the “Company”) announced today the results of its annual meeting of stockholders that was held on August 6, 2015.  Approximately 93.6% of all outstanding shares were present or represented by proxy. The director nominees, Messrs. John H. Peto and Joseph C. Smith, received affirmative votes of approximately 93.6% and 96.6%, respectively, of the votes cast, excluding abstentions and broker non votes.  Messrs. Peto and Smith have been re-elected to serve three year terms, expiring in 2018. In addition, (1) 96.5% of the votes cast voted in favor of the Company’s 2015 Equity Incentive Plan; (2) 99.3% of the votes cast 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, 2016, and (3) 97.6% of the votes cast voted in favor of the advisory vote on the compensation of the Company’s named executives.


Contact:  Bart D’Ambra
                 973-473-2200