Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - Clifton Bancorp Inc. | d419688dex991.htm |
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) August 9, 2017
CLIFTON BANCORP INC.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 001-36390 | 46-4757900 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
1433 Van Houten Avenue, Clifton, New Jersey 07015
(Address of principal executive offices) (Zip Code)
(973) 473-2200
(Registrant’s telephone number, including area code)
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
The annual meeting of the stockholders of Clifton Bancorp Inc. (the “Company”) was held on August 9, 2017. The final results for each of the matters submitted to a vote of stockholders at the annual meeting are as follows:
| 1. | The following individuals were elected as directors, each for a three-year term by the following vote: |
| FOR | WITHHELD | |||||||
| Paul M. Aguggia |
15,636,488 | 241,091 | ||||||
| Cynthia Sisco |
15,392,756 | 484,823 | ||||||
There were 4,657,675 broker non-votes on the proposal.
| 2. | The appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2018 was ratified by the stockholders by the following vote: |
| FOR |
AGAINST |
ABSTAIN |
||||||
| 20,223,449 | 236,923 | 74,882 | ||||||
There were no broker non-votes on the proposal.
| 3. | An advisory vote was taken on the compensation of the Company’s named executive officers as disclosed in the proxy statement and the vote was as follows: |
| FOR |
AGAINST |
ABSTAIN |
||||||
| 14,719,318 | 962,393 | 195,868 | ||||||
There were 4,657,675 broker non-votes on the proposal.
| 4. | An advisory vote was taken on the frequency of the advisory vote on the compensation of the Company’s named executive officers and the vote was as follows: |
| ONE YEAR |
TWO YEARS |
THREE |
ABSTAIN | |||
| 14,249,719 | 66,869 | 1,478,760 | 82,231 |
There were 4,657,675 broker non-votes on the proposal.
Item 8.01 Other Events
On August 10, 2017, the Company issued a press release announcing the results of its annual meeting of stockholders held on August 9, 2017. A copy of the Company’s press release dated August 10, 2017 is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Other Exhibits
| (d) | Exhibits |
| Number |
Description | |
| 99.1 | Press Release dated August 10, 2017 | |
SIGNATURE
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 thereunto duly authorized.
| CLIFTON BANCORP INC. | ||||||
| Date: August 11, 2017 | By: | /s/ Paul M. Aguggia | ||||
| Paul M. Aguggia | ||||||
| Chairman, President and Chief Executive Officer | ||||||