AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of report (Date of earliest event reported): December 19, 2012
(Exact name of registrant as specified in
|(State or other jurisdiction of
incorporation or organization)
|(Commission File Number)
ONE ASTORIA FEDERAL PLAZA, LAKE SUCCESS,
NEW YORK 11042-1085
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (516) 327-3000
(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 (see General Instruction
¨ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12(b) under the
Exchange Act (17 CFR 240.14a-12(b))
¨ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02(d). Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At meetings of the Boards of Directors of
Astoria Financial Corporation (the “Company”) and its wholly owned subsidiary, Astoria Federal Savings and Loan Association
(the “Association”) held today, the directors of both organizations each appointed Ms. Patricia M. Nazemetz to serve
on their respective Board of Directors. In each case, Ms. Nazemetz was elected, effective January 23, 2013, to the class of directors
who will serve until the respective annual meeting of shareholders of the Company and the Association held in 2013, and, in any
case, until their successors are duly elected and qualified.
In addition, at its
meeting held on December 19, 2012, the Board of Directors of the Company adopted a resolution, increasing the size of the Board
of Directors of the Company effective January 23, 2013, from nine to ten directors, thereby creating a vacant seat to which Ms.
Nazemetz has been appointed.
At its meeting, also
held on December 19, 2012, the Board of Directors of the Association adopted an amendment to the Bylaws of the Association, effective
January 23, 2013, increasing the size of the Board of Directors of the Association from nine to ten directors, thereby creating
a vacant seat to which Ms. Nazemetz has been appointed. This Bylaw amendment, although effective as noted herein, is subject to
notice to and non-objection by the Office of Comptroller of the Currency.
Ms. Nazemetz was not appointed to serve
on any committees of the Board of Directors of the Company or the Association at this time.
Ms. Nazemetz does not have any direct or
indirect interest in any transactions which would require disclosure by the Company pursuant to Securities and Exchange Commission
Regulation S-K Item 404(a).
A press release announcing Ms. Nazemetz’s
election to the Board of Directors of the Company and the Association and describing her background is attached as Exhibit 99.1
and is incorporated by reference herein.
Item 9.01. Financial
Statements and Exhibits.
The following Exhibit
is filed as part of this report:
Exhibit 99.1 Press release dated December 19, 2012.
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.
||ASTORIA FINANCIAL CORPORATION|
||/s/ Alan P. Eggleston|
||Alan P. Eggleston|
||Senior Executive Vice President,|
||Secretary and Chief Risk Officer |
Dated: December 19, 2012
||Press release dated December 19, 2012.|