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|
|
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(State or Other Jurisdiction
of Incorporation)
|
(Commission File No.)
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(I.R.S. Employer
Identification No.)
|
|
|
|
(Address of Principal Executive Offices)
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(Zip Code)
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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||
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
(a)
|
Financial Statements of Businesses Acquired. Not applicable.
|
(b)
|
Pro Forma Financial Information. Not applicable.
|
(c)
|
Shell Company Transactions. Not applicable.
|
(d)
|
Exhibits.
|
99.1 |
10.1 |
10.2 |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
KEARNY FINANCIAL CORP.
|
||
DATE: June 15, 2022
|
By:
|
/s/ Craig L. Montanaro |
Craig L. Montanaro
|
||
President and Chief Executive Officer
|
4.
|
TERMINATION AND TERMINATION PAY
|
(i)
|
material act of dishonesty or fraud in performing Executive’s duties on behalf of the Bank;
|
(ii)
|
willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation of the
Bank;
|
(iii)
|
incompetence (in determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the banking
industry);
|
(iv)
|
breach of fiduciary duty involving personal profit;
|
(v)
|
intentional failure to perform stated duties under this Agreement after written notice thereof from the Board;
|
(vi)
|
willful violation of any law, rule or regulation (other than traffic violations or similar offenses which results only in a fine or other
non-custodial penalty) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; any violation of the policies and
procedures of the Bank as outlined in the Bank’s employee handbook, which would result in termination of a Bank employee, as from time to time amended and incorporated herein by reference, or
|
(vii)
|
material breach by Executive of any provision of this Agreement.
|
(i)
|
The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at
|
(ii)
|
In the event of termination With Good Reason, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank
shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) days of the
Executive’s termination of employment.
|
(iii)
|
In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall
pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten
(10) days of the Executive’s termination of employment, and the Executive and his dependents shall remain eligible to participate in the non-taxable medical and
dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because
Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump
sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the
30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.
|
(iv)
|
“Good Reason” exists if, without Executive’s express written consent, any of the following occurs:
|
(A)
|
a material reduction in Executive’s Base Salary (other than pursuant to Section 3(a)) or benefits provided in this Agreement (other than a
reduction or elimination of Executive’s benefits under one or more benefit plans maintained by the Bank as part of a good faith, overall reduction or elimination of such plans or benefits applicable to all participants in a manner that does
not discriminate against Executive
|
(B)
|
a material reduction in Executive’s authority, duties or responsibilities from the position and attributes associated with the Executive
Position;
|
(C)
|
a material breach of this Agreement by the Bank.
|
(v)
|
Notwithstanding the foregoing, Executive will not be entitled to any payments or benefits under this Section 4(e) unless and until Executive
executes a release of all claims that Executive or any of Executive’s affiliates or beneficiaries may have against the Bank, the Company or any affiliate, and their officers, directors, successors and assigns, releasing said persons from
any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act (“ADEA”), but not including claims for
benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this
Agreement. In order to comply with the requirements of Section 409A of the Code and the ADEA, the release must be provided to Executive no later than the date of his Separation from Service and Executive must execute the release within 21
days after the date of termination without subsequent revocation by Executive within seven (7) days after execution of the release.
|
5.
|
CHANGE IN CONTROL
|
(i)
|
Merger: The Company or the Bank merges into or
consolidates with another entity, or merges another bank or corporation into the Bank or the Company, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or
consolidation is held by persons who were stockholders of the Company or the Bank immediately before the merger or consolidation;
|
(ii)
|
Acquisition of Significant Share Ownership: There is
filed, or is required to be filed, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, if the schedule discloses that the
filing
|
(iii)
|
Change in Board Composition: During any period of two
consecutive years, individuals who constitute the Company’s or the Bank’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s or the Bank’s Board of Directors;
provided, however, that for purposes of this clause (iii), each director who is first elected by the board (or first nominated by the board for election by the stockholders) by a vote of at least two-thirds (2/3) of the directors who were
directors at the beginning of the two-year period or who is appointed to the Board as the result of a directive, supervisory agreement or order issued by the primary federal regulator of the Company or the Bank or by the Federal Deposit
Insurance Corporation (“FDIC”) shall be deemed to have also been a director at the beginning of such period; or
|
(iv)
|
Sale of Assets: The Company or the Bank sells to a
third party all or substantially all of its assets.
|
6.
|
COVENANTS OF EXECUTIVE
|
To the Bank
|
Kearny Bank
120 Passaic Avenue
Fairfield, New Jersey 07004
|
To Executive:
|
Most recent address on file with the Bank
|
KEARNY BANK
|
|
By: /s/ Craig L. Montanaro
|
|
Craig L. Montanaro
|
|
President and Chief Executive Officer
|
|
KEARNY FINANCIAL CORP.
|
|
By: /s/ Craig L. Montanaro
|
|
Craig L. Montanaro
|
|
President and Chief Executive Officer
|
|
EXECUTIVE
|
|
/s/ Keith Suchodolski | |
Keith Suchodolski
|
Insurer
|
Policy No.
|
MassMutual
|
39109152
|
MassMutual
|
39106072
|
Midland National
|
740318
|
Midland National
|
743007
|
New York Life
|
77259124
|
New York Life
|
77257614
|
New York Life
|
77227383
|
Northwestern Mutual
|
19926292
|
I. |
DEFINITIONS
|
II. |
POLICY TITLE AND OWNERSHIP
|
III. |
BENEFICIARY DESIGNATION RIGHTS
|
IV. |
PREMIUM PAYMENT METHOD
|
V. |
TAXABLE BENEFIT
|
VI. |
DIVISION OF DEATH PROCEEDS
|
A.
|
Death During Active Service. If the Insured is employed by the Bank at the time of death, then the Insured’s Beneficiary(ies) shall be paid a death benefit from the Insurer in the aggregate amount equal
to:
|
Age
|
Death Benefit
|
55
|
$2,274,572
|
56
|
2,365,555
|
57
|
2,460,177
|
58
|
2,558,584
|
59
|
2,660,928
|
60
|
2,767,365
|
61
|
2,878,059
|
62
|
2,993,182
|
63
|
3,112,909
|
64
|
3,237,425
|
65 or older
|
3,366,922
|
B.
|
Interaction with SERP. The parties to this Agreement
agree and acknowledge that: (i) the death benefit under Section 3.1 of the Kearny Bank Supplemental Executive Retirement Plan
|
C.
|
Death after Retirement. If the Insured’s death shall
occur after the Insured’s Retirement (for purposes of this Agreement, “Retirement” means termination of employment for any reason on or after the Insured’s sixty-second (62nd) birthday), then the Insured’s Beneficiary(ies) shall be paid a
death benefit from the Insurer in the aggregate amount equal to two hundred percent (200%) times Insured’s highest annual base salary (not including bonus, equity compensation, deferred compensation or any other forms of compensation) in
effect at the Bank at any time during the three calendar years prior to the date of Retirement (or death) of the Insured plus One Hundred Thousand Dollars ($100,000); provided further, that the benefit under this Section VI(C) shall not
exceed $1,500,000.
|
D.
|
To the extent possible, an equal amount of each Policy’s proceeds shall be payable to the Insured’s Beneficiary(ies), not to exceed the aggregate
death benefits payable under such Policy. Any amount payable in accordance with Sections VI(A) and VI(C) in excess of a Policy’s proceeds shall thereafter be paid by any remaining Policies proceeds pro rata.
|
E.
|
Subject to the obligations set forth herein, the Bank shall be entitled to the remainder of such Policy proceeds, if any.
|
VII. |
OWNERSHIP OF THE CASH SURRENDER VALUE OF THE POLICY
|
VIII. |
CHANGE OF CONTROL OF COMPANY OR BANK
|
A.
|
Merger: Kearny Financial Corp. (the “Company”) or the Bank merges into or consolidates with another entity, or merges another bank or corporation into the Bank or the Company, and as a
result, less than a majority of the combined voting power of the resulting corporation
|
B.
|
Acquisition of Significant Share Ownership: There is
filed, or is required to be filed, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, if the schedule discloses that the
filing person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company’s or the Bank’s voting securities; provided, however, this clause (ii) shall not apply to beneficial ownership of
the Company’s or the Bank’s voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities;
|
C.
|
Change in Board Composition: During any period of
two consecutive years, individuals who constitute the Company’s or the Bank’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s or the Bank’s Board of
Directors; provided, however, that for purposes of this clause (iii), each director who is first elected by the board (or first nominated by the board for election by the stockholders) by a vote of at least two-thirds (2/3) of the directors
who were directors at the beginning of the two-year period or who is appointed to the Board as the result of a directive, supervisory agreement or order issued by the primary federal regulator of the Company or the Bank or by the Federal
Deposit Insurance Corporation shall be deemed to have also been a director at the beginning of such period; or
|
D.
|
Sale of Assets: The Company or the Bank sells to a
third party all or substantially all of its assets.
|
IX. |
RIGHTS OF INSURED OR ASSIGNEES
|
X. |
TERMINATION OF AGREEMENT
|
A. |
The Insured shall be discharged from employment with the Bank “for cause.” The term “for cause” shall include termination because of the Participant’s personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar
offenses) or final cease-and-desist order, or material breach of any provision of the Plan; or
|
B. |
Surrender, lapse, or other termination of the Policy by the Bank. The Policy (and all rights of the Insured and his/her beneficiaries) will also terminate if any
regulatory agency requires the
|
XI. |
AGREEMENT BINDING UPON THE PARTIES
|
XII. |
GENDER
|
XIII. |
INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
|
XIV. |
AMENDMENT OR REVOCATION
|
XV. |
SEVERABILITY AND INTERPRETATION
|
(a) |
The Bank shall be the named fiduciary for purposes of ERISA and this Agreement.
|
(b) |
All premiums paid with respect to the Policy shall be remitted to the Insurer when due in accordance with the Agreement.
|
(c) |
Benefits under this Agreement shall be paid directly by the Insurer, with those benefits in turn being based on the payment of premiums as provided in the Agreement.
|
(d) |
For purposes of handling claims with respect to this Agreement, the “Claims Reviewer” shall be the Bank, unless another person or organizational unit is designated by
the Bank as Claims Reviewer.
|
(e) |
An initial claim for benefits under the Agreement must be made by the Insured or his or her beneficiary in accordance with the terms of the Agreement or policy through
which the benefits are provided. Not later than 90 days after receipt of such a claim, the Claims Reviewer will render a written decision on the claim to the claimant, unless special circumstances require the extension of such 90-day period.
If such extension is necessary, the Claims Reviewer shall provide the Insured or the Insured’s beneficiary with written notification of such extension before the expiration of the initial 90-day period. Such notice shall specify the reason or
reasons for such extension and the date by which a final decision can be expected. In no event shall such extension exceed a period of 90 days from the end of the initial 90-day period. In the event the Claims Reviewer denies the claim of a
Insured or the Insured’s beneficiary in whole or in part, the Claims Reviewer’s written notification shall specify, in a manner calculated to be understood by the claimant, the reason for the denial; a reference to the Agreement or insurance
policy that is the basis for the denial; a description
|
KEARNY BANK
|
||
/s/ Gail Corrigan |
/s/ John J. Mazur, Jr. |
|
Witness
|
By: John J. Mazur, Jr.
|
|
/s/ Gail Corrigan | /s/ Craig L. Montanaro | |
Witness
|
Craig L. Montanaro, Insured
|
Document and Entity Information |
Jun. 15, 2022 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Jun. 15, 2022 |
Entity Registrant Name | KEARNY FINANCIAL CORP. |
Entity Incorporation, State or Country Code | MD |
Entity File Number | 001-37399 |
Entity Tax Identification Number | 30-0870244 |
Entity Address, Address Line One | 120 Passaic Avenue |
Entity Address, City or Town | Fairfield |
Entity Address, State or Province | NJ |
Entity Address, Postal Zip Code | 07004 |
City Area Code | 973 |
Local Phone Number | 244-4500 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0001617242 |
Title of 12(b) Security | Common Stock, $0.01 par value |
Trading Symbol | KRNY |
Security Exchange Name | NASDAQ |
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