Columbia Financial Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Savings Institutions
Finance
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
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||||||
| of incorporation) | File Number) | Identification Number) | ||||||
(Address of principal executive offices)
(800 ) 522-4167
(Registrant’s telephone number, including area code)
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:
Securities registered pursuant to Section 12(b) of the Act:
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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).
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Item 5.07 Submission of Matters to vote of Security Holders
The annual meeting of shareholders of Columbia Financial, Inc. (the "Company" or "Columbia Financial") was held on June 25, 2026. The final results of each of the matters submitted to a vote of shareholders at the annual meeting are as follows:
1.The approval for the Plan of Conversion and Reorganization (the "Columbia Conversion Proposal").
| FOR | AGAINST | ABSTAIN | ||||||
| 97,596,046 | 168,100 | 18,738 | ||||||
There were 2,801,726 broker non-votes on the proposal.
2. The approval of the Agreement and Plan of Merger, dated as of January 31, 2026, by and among the Company, Columbia Financial, Inc., a Maryland corporation ("Columbia Financial, Inc."), Columbia Bank MHC and Northfield Bancorp, Inc. and the transactions contemplated thereby, including the issuance of shares of Columbia Financial, Inc. common stock as merger consideration (the "Columbia Merger Proposal").
| FOR | AGAINST | ABSTAIN | ||||||
| 97,556,753 | 206,041 | 20,090 | ||||||
There were 2,801,726 broker non-votes on the proposal.
3. The approval of an informational proposal regarding approval of a provision in Columbia Financial, Inc.'s articles of incorporation requiring a super-majority vote to approve certain amendments to Columbia Financial, Inc.'s articles of incorporation.
| FOR | AGAINST | ABSTAIN | ||||||
| 89,185,393 | 8,573,775 | 23,716 | ||||||
There were 2,801,726 broker non-votes on the proposal.
4. The approval of an informational proposal regarding approval of a provision in Columbia Financial, Inc.'s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of Columbia Financial, Inc.'s outstanding voting stock.
| FOR | AGAINST | ABSTAIN | ||||||
| 89,139,304 | 8,601,843 | 41,737 | ||||||
There were 2,801,726 broker non-votes on the proposal.
5a. Election of Director to a three-year term: Dennis E. Gibney
| FOR | AGAINST | WITHHELD | ||||||
| 97,212,793 | 417,936 | 152,155 | ||||||
There were 2,801,726 broker non-votes on the proposal.
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5b. Election of Director to a three-year term: Robert Van Dyk
| FOR | AGAINST | WITHHELD | ||||||
| 94,025,149 | 723,053 | 3,034,682 | ||||||
There were 2,801,726 broker non-votes on the proposal
5c. Election of Director to a three-year term: James H. Wainwright
| FOR | AGAINST | WITHHELD | ||||||
| 95,562,387 | 341,307 | 1,879,190 | ||||||
There were 2,801,726 broker non-votes on the proposal.
6. The ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
| FOR | AGAINST | ABSTAIN | ||||||
| 100,166,729 | 302,780 | 115,101 | ||||||
There were no broker non-votes.
7. The approval, on an advisory (non-binding) basis, of the compensation of Columbia Financial's named executive officers
| FOR | AGAINST | ABSTAIN | ||||||
| 96,704,947 | 848,737 | 229,200 | ||||||
There were 2,801,726 broker non-votes on the proposal.
8. The approval, on an advisory (non-binding) basis, of the frequency of the vote on the compensation of Columbia Financial's named executive officers.
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | ||||||||
| 91,249,035 | 4,078,806 | 2,114,194 | 340,849 | ||||||||
There were 2,801,726 broker non-votes on the proposal.
In light of the voting results with respect to the frequency of the advisory stockholder vote on executive compensation, the Company's Board of Directors has determined that the Company will hold an annual advisory vote on the compensation of named executive officers until the next required advisory vote on the frequency of stockholder votes on the compensation of executives.
Each proposal considered and voted on was approved by the requisite vote of Columbia Financial's shareholders. Because a quorum was present at the annual meeting and the Columbia Conversion Proposal and the Columbia Merger Proposal received the requisite votes needed for approval, a vote on a proposal to adjourn the annual meeting was withdrawn and not called.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.
| Date: | June 25, 2026 | /s/Dennis E. Gibney | ||||||||||||
| Dennis E. Gibney | ||||||||||||||
| 1st Senior Executive Vice President, Chief Banking Officer | ||||||||||||||
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