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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): January 29, 2021
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 29, 2021, the Compensation Committee of the Board of Directors of Northfield Bancorp, Inc. (the Company) approved, and the Board of Directors ratified on January 30, 2021, the granting to directors and employees a total of 147,315 restricted shares and 29,615 restricted stock units.
The grants were made in accordance with the terms of the Company’s 2019 Equity Incentive Plan (the “Plan”), which was approved by the stockholders at the May 22, 2019, annual meeting of stockholders, and represented approximately 13% of the awards available under the Plan.
Time-based awards to employees vest in equal installments over a five-year period, commencing one year from the date of the grant, which was January 29, 2021. Performance-based, restricted stock units awarded to executive officers vest if a specified goal is achieved over a three year period designated in the equity award agreement. Awards under performance-based, restricted stock units are also subject to adjustment if the achieved performance metric is above or below a designated peer group level. Time-based awards to directors vest fully on January 29, 2022.
The foregoing description of the terms and conditions of the agreements is qualified in its entirety by reference to the forms of agreement which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, and 10.6 hereto and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| | | | | |
| Exhibit Number | Exhibit |
| Form of Director Time-Based Restricted Stock Award Agreement under the 2019 Equity Incentive Plan |
| Form of President and Chief Executive Officer Time-Based Restricted Stock Award Agreement under the 2019 Equity Incentive Plan |
| Form of Executive Vice President Time-Based Restricted Stock Award Agreement under the 2019 Equity Incentive Plan |
| Form of Employee (Below Executive Vice President) Time-Based Restricted Stock Award Agreement under the 2019 Equity Incentive Plan |
| Form of President and Chief Executive Officer Restricted Stock Unit Agreement (Performance-Based Vesting) under the 2019 Equity Incentive Plan |
| Form of Executive Vice President Restricted Stock Unit Agreement (Performance-Based Vesting) under the 2019 Equity Incentive Plan |
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.
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| | | | NORTHFIELD BANCORP, INC. |
| DATE: February 4, 2021 | By: | | /s/ William R. Jacobs |
| | | | William R. Jacobs |
| | | | Chief Financial Officer |
| | | | (Principal Financial and Accounting Officer) |