UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
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(Commission File No.) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
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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 |
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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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On December 21, 2022, Kearny Bank, the wholly owned subsidiary of Kearny Financial Corp. (the “Company”), and Craig L. Montanaro, President and Chief Executive Officer of the Company and Kearny Bank (the “Executive”), entered into an amendment to freeze the Executive’s Supplemental Executive Retirement Plan (the “SERP”) to provide that no additional benefits will accrue on the Executive’s behalf after December 31, 2022 (the “Freeze Amendment”). The foregoing description of the Freeze Amendment does not purport to be complete and is qualified in its entirety by reference to the Freeze Amendment attached hereto as Exhibit 10.1 of this Current Report on Form 8-K and incorporated by reference into this Item 5.02.
| Item 9.01 | Financial Statements and Exhibits |
(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Shell Company Transactions. Not applicable.
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Amendment to Supplemental Executive Retirement Agreement for Craig L. Montanaro | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). | |
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: December 22, 2022 | By: | /s/ Craig L. Montanaro | ||||
| Craig L. Montanaro | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 10.1
AMENDMENT TO FREEZE THE BENEFIT
UNDER THE
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
This Freeze Amendment (the “Amendment”) is made to the Supplemental Executive Retirement Plan (the “Plan”), effective as of July 1, 2021, by and between Kearny Bank (the “Bank”) and Craig L. Montanaro (the “Executive”), as of December 21, 2022.
WHEREAS, the Bank and the Executive desire to amend the Plan to freeze the benefits under the Plan so that the Amount of the Benefit will not increase or decrease; and
WHEREAS, Section 9.1 of the Plan permits the Plan to be amended by a written agreement signed by the Bank and Executive.
NOW, THEREFORE, notwithstanding anything in the Plan to the contrary, the Plan is hereby amended as follows:
1. New Article XI of the Plan. Article XI is hereby added to the Plan to read in its entirety as follows:
“ARTICLE XI
FROZEN BENEFIT
Notwithstanding anything in the Plan to the contrary, the Amount of Benefit or Accrual Balance, as applicable, shall be frozen as of December 31, 2022, so that the Amount of Benefit or Accrual Balance, as applicable, for purposes of Sections 2.1, 2.2, 2.3, 3.1, 3.2, and 3.3 shall not increase or decrease (the “Frozen Benefit”). For purposes of clarity, the Frozen Benefit shall not take into account any changes to the Executive’s annual base salary or the Accrual Balance after the date of this Amendment.”
2. Capitalized Terms. Capitalized terms herein shall have the meanings ascribed to them in the Plan, as applicable, except as otherwise expressly provided in this Amendment.
3. Effect of Amendment. Except and to the extent modified by this Amendment, the provisions of the Plan shall remain in full force and effect and are hereby incorporated into and made a part of this Amendment.
IN WITNESS WHEREOF, this Amendment has been adopted by the Bank and the Executive as of the day and year first written above.
| EXECUTIVE | ||
| By: | /s/ Craig L. Montanaro | |
| KEARNY BANK | ||
| By: | /s/ John J. Mazur, Jr. | |
| Name: | John J. Mazur, Jr. | |
| Title: | Chairman of the Board | |
2
Document and Entity Information |
Dec. 21, 2022 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001617242 |
| Document Type | 8-K |
| Document Period End Date | Dec. 21, 2022 |
| Entity Registrant Name | KEARNY FINANCIAL CORP. |
| Entity Incorporation State 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 |
| Security 12b Title | Common Stock, $0.01 par value |
| Trading Symbol | KRNY |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |