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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): October 27, 2022

 

 

KEARNY FINANCIAL CORP.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Maryland   001-37399   30-0870244
(State or Other Jurisdiction
of Incorporation)
  (Commission
File No.)
  (I.R.S. Employer
Identification No.)

 

120 Passaic Avenue, Fairfield, New Jersey   07004
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (973) 244-4500

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 Stock, $0.01 par value   KRNY   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 5.07

Submission of Matters to a Vote of Securities Holders

The Annual Meeting of Stockholders of Kearny Financial Corp. (the “Company”) was held on October 27, 2022. The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Proxy Statement. Of the 68,180,318 shares outstanding and entitled to vote, 58,295,654 shares were present at the meeting in person or by proxy. The final results of the stockholders’ vote are as follows:

 

  1.

Election of directors:

 

   

For

 

Withheld

 

Broker Non-Votes

John J. Mazur, Jr.

  29,143,381   21,190,050   7,962,223

Raymond E. Chandonnet

  48,901,342   1,432,089   7,962,223

John F. McGovern

  42,477,672   7,855,759   7,962,223

Christopher Petermann

  46,653,408   3,680,023   7,962,223

 

  2.

The ratification of the appointment of Crowe LLP as the Company’s independent auditor for the fiscal year ending June 30, 2023:

 

Shares Voted For

 

Shares Voted Against

 

Abstentions

 

Broker Non-votes

57,588,302   426,926   280,426   —  

 

  3.

An advisory, non-binding resolution to approve the Company’s executive compensation as described in the Proxy Statement:

 

Shares Voted For

 

Shares Voted Against

 

Abstentions

 

Broker Non-votes

48,255,002   1,842,332   236,097   7,962,223


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.

 

            KEARNY FINANCIAL CORP.
DATE: October 28, 2022     By:  

/s/ Craig L. Montanaro

            Craig L. Montanaro
      President and Chief Executive Officer