Columbia Financial Inc.

06/25/2026 | Press release | Distributed by Public on 06/25/2026 14:44

Proxy Results (Form 8-K)

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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