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): November 19, 2021

INVESTORS BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36441	46-4702118
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer
		Identification No.)

101 JFK Parkway,	Short Hills,	New Jersey	07078
(Address of principal executive offices)			(Zip Code)

     Registrant's telephone number, including area code:  (973) 924-5100

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	ISBC	The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
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 5.07 Submission of Matters to a Vote of Security Holders

On November 19, 2021, Investors Bancorp, Inc. (“Investors”) held a special meeting of stockholders, at which the stockholders of Investors approved the Agreement and Plan of Merger, dated as of July 28, 2021 (the “Merger Agreement”), by and between Citizens Financial Group, Inc., a Delaware corporation and Investors Bancorp, Inc., a Delaware corporation, and the transactions contemplated by the Merger Agreement (the “Merger,” with such proposal the “Investors Merger Proposal”). In addition, the stockholders voted on a non-binding, advisory proposal to approve the compensation payable to the named executive officers of Investors in connection with the Merger (the “Investors Compensation Proposal”).

The final voting results were as follows:

Proposal 1: The Investors Merger Proposal:

Votes For	Votes Against	Abstain
189,141,544	2,066,861	397,789

Proposal 2: The Investors Compensation Proposal:

Votes For	Votes Against	Abstain
58,532,167	129,994,521	3,079,506

  

Item 8.01 Other Events.

    On November 19, 2021, Investors issued a press release announcing that the Investors Merger Proposal was approved by its stockholders. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01	Financial Statements and Exhibits
(a)	Not Applicable.
(b)	Not Applicable.
(c)	Not Applicable
(d)	Exhibits.

Exhibit No.	Description
99.1	Press Release dated November 19, 2021.
104	Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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.

	INVESTORS BANCORP, INC.
DATE: November 19, 2021	By:	/s/ Brian Doran
		Brian Doran
		Executive Vice President and
		General Counsel

EX-99.1

Exhibit 99.1

Investors Bancorp, Inc. Announces Shareholder Approval of Citizens Financial Group, Inc. Merger

Short Hills, N.J. - (PRNewswire) - November 19, 2021. Investors Bancorp, Inc. (NASDAQ: ISBC) (the “Company”) announced that stockholders of the Company approved the planned merger with Citizens Financial Group, Inc at a special meeting of the Company’s stockholders held earlier today. The transaction is expected to close in the first half of 2022, subject to the receipt of required regulatory approvals and other customary closing conditions.

Kevin Cummings, Chairman and Chief Executive Officer, commented, “We are very pleased to have received overwhelming stockholder support for the planned merger with Citizens. Our customers, colleagues, communities and stockholders will benefit from Citizens’ scale, capabilities and commitment to excellence.”

About Investors Bancorp, Inc.

    Investors Bancorp, Inc. is the holding company for Investors Bank, which operates from its corporate headquarters in Short Hills, New Jersey and 154 branches located throughout New Jersey, New York and Pennsylvania.

Forward Looking Statements

Certain statements contained herein are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward looking statements may be identified by reference to a future period or periods, or by the use of forward looking terminology, such as “may,” “will,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms. Forward looking statements are subject to numerous risks and uncertainties, as described in the “Risk Factors” disclosures included in our Annual Report on Form 10-K, as supplemented in quarterly reports on Form 10-Q, including, but not limited to, those related to the real estate and economic environment, particularly in the market areas in which the Company operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, failure to consummate the transaction with Citizens Financial Group, Inc. for any reason, including the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company) or failure to satisfy any of the other closing conditions in a timely basis or at all; the diversion of management’s time from ongoing business operations due to issues relating to the transaction with Citizens Financial Group, Inc., the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement between the Company and Citizens Financial Group, Inc., the outcome of any legal proceedings that may be instituted against Citizens Financial Group, Inc. or the Company, potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction, acquisitions and the integration of acquired businesses, credit risk management, asset-liability management, the financial and securities markets and the availability of and costs associated with sources of liquidity. Further, given its ongoing and dynamic nature, it is difficult to predict what the continuing effects of the COVID-19 pandemic will have on our business and results of operations. The pandemic and related local and national economic disruption may, among other effects, continue to result in a material adverse change for the demand for our products and services; increased levels of loan delinquencies, problem assets and foreclosures; branch disruptions, unavailability of personnel and increased cybersecurity risks as employees work remotely.

The Company wishes to caution readers not to place undue reliance on any such forward looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake and specifically declines any obligation to publicly release the results of any revisions that may be made to any forward looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Investor Relations Contact

Investors Bancorp, Inc.

Contact: Marianne Wade

(973) 924-5100

investorrelations@investorsbank.com

XML

Cover	Nov. 19, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 19, 2021
Entity Registrant Name	INVESTORS BANCORP, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36441
Entity Tax Identification Number	46-4702118
Entity Address, Address Line One	101 JFK Parkway,
Entity Address, City or Town	Short Hills,
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07078
City Area Code	973
Local Phone Number	924-5100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common
Trading Symbol	ISBC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001594012
Amendment Flag	false
Document Information [Line Items]
Document Period End Date	Nov. 19, 2021