Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - CLIFTON SAVINGS BANCORP INC | d702450dex991.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) March 25, 2014
CLIFTON SAVINGS BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
| United States | 0-50358 | 34-1983738 | ||
| (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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
A special meeting of the stockholders of Clifton Savings Bancorp, Inc. (the “Company”) was held on March 25, 2014. The final results for each of the matters submitted to a vote of stockholders at the special meeting are as follows:
| 1. | The proposal to approve the amended and restated plan of conversion and reorganization, pursuant to which Clifton Savings Bank will be reorganized from the mutual holding company corporate structure into the fully public stock holding company structure, was approved by the stockholders by the following vote: |
| FOR |
AGAINST |
ABSTAIN | ||
| 23,805,203 |
119,386 | 22,925 |
There were 29,514 broker non-votes on the proposal.
| 2. | The proposal to approve a provision in Clifton Bancorp Inc.’s articles of incorporation requiring a super-majority vote to approve certain amendments to Clifton Bancorp Inc.’s articles of incorporation was approved by the following vote: |
| FOR |
AGAINST |
ABSTAIN | ||
| 20,911,201 |
2,868,884 | 167,429 |
There were 29,514 broker non-votes on the proposal.
| 3. | The proposal to approve a provision in Clifton Bancorp Inc.’s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of Clifton Bancorp Inc.’s outstanding voting stock was approved by the following vote: |
| FOR |
AGAINST |
ABSTAIN | ||
| 20,818,520 |
2,951,251 | 177,743 |
There were 29,514 broker non-votes on the proposal.
| Item 8.01 | Other Events |
On March 25, 2014, the Company announced that the Company’s Amended and Restated Plan of Conversion and Reorganization, pursuant to which Clifton Savings Bank will be reorganized from the mutual holding company corporate structure into the fully public stock holding company structure, was approved by the members of Clifton MHC and the stockholders of the Company at separate special meetings held on March 25, 2014.
The Company also announced that Clifton Bancorp, Inc. has received orders to purchase common stock sufficient to complete the offering being conducted in connection with the second-step conversion of Clifton Savings Bank. A total of 17,059,448 shares of common stock will be sold in the subscription offering at $10.00 per share, including 1,023,566 shares to be purchased by the Clifton Savings Bank Employee Stock Ownership Plan. The conversion and offering are expected to be completed on April 1, 2014.
A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference.
| Item 9.01 | Financial Statements and Other Exhibits |
| (d) | Exhibits |
| Number |
Description | |
| 99.1 | Press Release dated March 25, 2014 | |
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 SAVINGS BANCORP, INC. | ||||||
| Date: March 28, 2014 | By: | /s/ Paul M. Aguggia | ||||
| Paul M. Aguggia | ||||||
| Chairman, President and Chief Executive Officer | ||||||