Northfield Bancorp (NFBK) investors back merger and pay proposals

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Northfield Bancorp, Inc. shareholders approved the previously announced Agreement and Plan of Merger with Columbia Financial, Inc. at a Special Meeting of Shareholders held on June 25, 2026.

Of 41,763,852 shares entitled to vote, 28,267,268 were represented, establishing a quorum. The Northfield Merger Proposal received 27,714,343 votes for, 334,952 against and 217,973 abstentions. Shareholders also approved, on a non-binding basis, the merger-related compensation for named executive officers and authorized potential adjournment of the meeting if additional proxies were needed.

Insights

Shareholders strongly backed Northfield’s merger with Columbia, clearing a key hurdle.

Northfield Bancorp, Inc. shareholders approved the Agreement and Plan of Merger with Columbia Financial, Inc., with 27,714,343 votes in favor versus 334,952 against. This indicates broad support for combining the institutions under the terms negotiated in January 2026.

Investors also backed, on an advisory basis, compensation that may become payable to named executive officers in connection with the merger, and approved a possible meeting adjournment to solicit more proxies if needed. These outcomes remove important governance obstacles; remaining closing conditions will be detailed in future company communications and regulatory materials.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 41,763,852 shares Shares represented at meeting: 28,267,268 shares Merger proposal votes for: 27,714,343 votes +3 more

6 metrics

Shares entitled to vote 41,763,852 shares Common stock outstanding and entitled to vote at the record date

Shares represented at meeting 28,267,268 shares Common stock represented at the June 25, 2026 special meeting

Merger proposal votes for 27,714,343 votes Votes in favor of the Northfield Merger Proposal

Merger proposal votes against 334,952 votes Votes against the Northfield Merger Proposal

Compensation proposal votes for 24,608,723 votes Votes in favor of merger-related compensation proposal

Adjournment proposal votes for 27,241,838 votes Votes in favor of the Northfield Adjournment Proposal

Key Terms

Agreement and Plan of Merger, Special Meeting of Shareholders, non-binding, broker non-votes

4 terms

Agreement and Plan of Merger financial

"The approval of the Agreement and Plan of Merger, dated as of January 31, 2026, by and among Columbia Financial, Inc..."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Special Meeting of Shareholders financial

"On June 25, 2026, Northfield Bancorp, Inc. held a Special Meeting of Shareholders (the “Special Meeting”)."

non-binding financial

"The approval, on an advisory (non-binding) basis, of the compensation that may become payable..."

"Non-binding" describes an agreement or statement that does not legally require the parties involved to follow through with its terms. It’s like a handshake or a written promise that shows intent but isn’t enforceable by law. For investors, understanding whether an agreement is binding or non-binding helps gauge how seriously the parties are committed and how much weight to give to the promises made.

broker non-votes financial

"The voting results for each proposal, including the votes for and against, and any abstentions or broker non-votes, are described below."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

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Understanding 8-K Material Events →

Available on EDGAR 06/26/2026 - 04:37 PM Accepted by SEC EDGAR 06/26/2026 - 04:37 PM

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): June 25, 2026

Northfield Bancorp, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-35791	80-0882592
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

581 Main Street,

Woodbridge,

New Jersey

07095

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (732) 499-7200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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

Name of exchange on which registered

Common stock, par value $0.01 per share

NFBK

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 Security Holders.

On June 25, 2026, Northfield Bancorp, Inc. (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”). At the close of business on the record date for the Special Meeting, there were 41,763,852 shares of Company common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 28,267,268 shares of common stock were represented, therefore a quorum was present for the stated purposes of the meeting. At the Special Meeting, the Company’s shareholders voted on the following matters:

1.The approval of the Agreement and Plan of Merger, dated as of January 31, 2026, by and among Columbia Financial, Inc. (a Delaware corporation), Columbia Financial, Inc. (a Maryland corporation), Columbia Bank MHC and the Company (the “Merger Agreement”) and the transactions contemplated thereby (the “Northfield Merger Proposal”).

2.The approval, on an advisory (non-binding) basis, of the compensation that may become payable to the named executive offices of the Company in connection with the transactions contemplated by the Merger Agreement (the “Northfield Merger-Related Compensation Proposal”).

3.The approval of the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the Northfield Merger Proposal (the “Northfield Adjournment Proposal”).

The voting results for each proposal, including the votes for and against, and any abstentions or broker non-votes, are described below.

Item 1. The Northfield Merger Proposal


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
27,714,343	334,952	217,973	—

Item 2. The Northfield Merger-Related Compensation Proposal


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
24,608,723	3,223,771	434,774	—

Item 3. The Northfield Adjournment Proposal


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
27,241,838	791,324	234,106	—

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.


		NORTHFIELD BANCORP, INC.
DATE: June 26, 2026	By:	/s/ William R. Jacobs
		William R. Jacobs
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Northfield Bancorp (NFBK) investors back merger and pay proposals

Rhea-AI Filing Summary

Positive

Negative