Columbia Financial, Inc.

false 0001723596 0001723596 2020-07-29 2020-07-29 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 Columbia Financial, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38456 22-3504946 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 19-01 Route 208 North , Fair Lawn , New Jersey 07410 (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: ☐ 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 per share CLBK 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 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. 2 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. 3 Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4 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 5