[8-K] Kearny Financial Corp. Reports Material Event

Rhea-AI Filing Summary

Kearny Financial Corp. (KRNY) reported the results of its October 21, 2025 Annual Meeting. Of the 64,744,523 shares outstanding and entitled to vote, 53,665,039 shares were represented in person or by proxy.

Stockholders elected the following directors: John J. Mazur, Jr. (For 38,673,253; Withheld 8,004,378; Broker Non-Votes 6,987,408), Raymond E. Chandonnet (For 44,399,243; Withheld 2,278,388; Broker Non-Votes 6,987,408), John F. McGovern (For 40,233,860; Withheld 6,443,771; Broker Non-Votes 6,987,408), and Christopher Petermann (For 41,265,003; Withheld 5,412,628; Broker Non-Votes 6,987,408) for three-year terms, and Melvina Wong‑Zaza (For 44,829,469; Withheld 1,848,162; Broker Non-Votes 6,987,408) for a two-year term.

The filing also reports two additional proposals with the following vote results: 52,516,433 For, 680,347 Against, 468,259 Abstentions; and 43,352,034 For, 2,740,866 Against, 584,731 Abstentions, with 6,987,408 Broker Non-Votes on the latter.

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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 21, 2025

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 21, 2025.  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 64,744,523 shares outstanding and entitled to vote, 53,665,039 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 a Term of Three Years

		For		Withheld		Broker Non-Votes
John J. Mazur, Jr.		38,673,253		8,004,378		6,987,408
Raymond E. Chandonnet		44,399,243		2,278,388		6,987,408
John F. McGovern		40,233,860		6,443,771		6,987,408
Christopher Petermann		41,265,003		5,412,628		6,987,408

For a Term of Two Years

		For		Withheld		Broker Non-Votes
Melvina Wong-Zaza		44,829,469		1,848,162		6,987,408

2. The ratification of the appointment of Crowe LLP as the Company’s independent auditor for the fiscal year ending June 30, 2026:

Shares Voted For		Shares Voted Against		Abstentions		Broker Non-votes
52,516,433		680,347		468,259		-

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
43,352,034		2,740,866		584,731		6,987,408

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 22, 2025	By:	/s/ Craig L. Montanaro
		Craig L. Montanaro
		President and Chief Executive Officer

FAQ

What did KRNY shareholders vote on at the 2025 Annual Meeting?

Shareholders elected five directors to the Board—four for three-year terms and one for a two-year term—and voted on two additional proposals with disclosed vote totals.

How many KRNY shares were outstanding and entitled to vote?

64,744,523 shares were outstanding and entitled to vote.

How many KRNY shares were represented at the meeting?

53,665,039 shares were present in person or by proxy.

Which KRNY directors were elected and what were their vote totals?

Elected: John J. Mazur, Jr. (38,673,253 For), Raymond E. Chandonnet (44,399,243 For), John F. McGovern (40,233,860 For), Christopher Petermann (41,265,003 For), and Melvina Wong‑Zaza (44,829,469 For).

Were there broker non-votes on KRNY director elections?

Yes. Each director item shows 6,987,408 broker non-votes.

What were the vote results on KRNY’s other proposals?

One proposal: 52,516,433 For, 680,347 Against, 468,259 Abstentions. Another: 43,352,034 For, 2,740,866 Against, 584,731 Abstentions, with 6,987,408 broker non-votes.