Columbia Financial Inc

1. 1

   The Columbia Conversion Proposal

   ManagementBoard: FOR

   Approve the Plan of Conversion and related offering to convert Columbia Financial from a mutual holding company structure to a fully public stock holding company (Columbia Financial, Inc.), including exchange mechanics and offering of shares.

   More detail

   The Columbia Conversion Proposal asks stockholders to approve a plan to convert Columbia Financial from a mutual holding company structure to a fully public stock holding company, Columbia Financial, Inc., including an exchange of existing shares and an offering of shares representing Columbia Bank MHC’s prior ownership. Management seeks approval because the conversion and related offering are prerequisites for completing the proposed Merger with Northfield Bancorp and for effecting the corporate reorganization that will place Columbia Bank under the newly formed Maryland holding company. The board unanimously approved the Plan of Conversion, concluding it is advisable and in the best interests of Columbia Financial and its stockholders; approval is required to complete the Merger. Key governance and regulatory context include Federal Reserve rules governing mutual-to-stock conversions that limit items subject to shareholder vote to the Plan of Conversion, and informational votes on related charter provisions that will become effective if the Plan is approved regardless of the informational vote outcomes. The approval threshold is higher than a standard majority, requiring two-thirds of all outstanding shares including Columbia Bank MHC and a majority excluding Columbia Bank MHC, meaning votes held by the majority stockholder will be treated differently in the dual test. Broker non-votes and abstentions count as against the Conversion; this raises execution risk if public holders do not provide instructions. The proposal is closely tied to the Merger and the offering mechanics (exchange ratios, minimum offering size, and share price) will affect dilution and post-transaction ownership; these financial mechanics and regulatory approvals are material to shareholder value. The board recommends a FOR vote, citing fairness opinions, financial advisor analyses, and regulatory approvals as context to support the conversion.

2. 2

   The Columbia Merger Proposal

   ManagementBoard: FOR

   Approve the Agreement and Plan of Merger among Columbia Financial, Columbia Financial, Inc., Columbia Bank MHC and Northfield Bancorp, Inc., including issuance of Columbia Financial, Inc. common stock as merger consideration.

   More detail

   The Columbia Merger Proposal asks shareholders to approve the Merger Agreement that would effect the acquisition of Northfield Bancorp by the newly formed Columbia Financial, Inc. Management seeks shareholder approval because the Merger Agreement, including issuance of Columbia Financial, Inc. common stock as merger consideration, is a central part of the strategic transaction that follows the Conversion; the Merger cannot close without shareholder approval. The board unanimously determined the Merger Agreement is advisable and in the best interests of Columbia Financial and its stockholders, supported by fairness opinions from financial advisors and detailed financial and strategic analysis. The Merger carries typical transaction risks: integration execution, realization of projected cost synergies, potential regulatory conditions, dilution to existing shareholders, possible litigation risks, and reliance on regulatory approvals. The proposal is transaction-related and requires stockholder approval as a condition to closing; management recommends a FOR vote based on anticipated strategic and financial benefits, advisor fairness opinions, and board deliberations.

3. 3

   The Columbia Super-Majority Proposal

   ManagementBoard: FOR

   Informational non-binding proposal to approve a provision in Columbia Financial, Inc.’s articles of incorporation requiring a super-majority vote to approve certain amendments to specified charter provisions.

   More detail

   The Columbia Super-Majority Proposal is an informational, non-binding proposal asking stockholders to express approval for inclusion in the new company’s articles of incorporation of provisions requiring a super-majority for certain charter amendments. Management seeks this advisory vote to informally gauge shareholder support and to explain governance changes associated with the Conversion. The board approved these provisions as part of the conversion process and recommends FOR. The proposal is informational because Federal Reserve conversion rules limit shareholder votes to the Plan of Conversion itself—nonetheless, the provisions will become effective if the Plan is approved, regardless of the informational vote. The provisions may deter hostile takeovers and limit stockholder ability to effect rapid governance changes, potentially entrenching management but giving the board negotiating leverage; investors should weigh anti-takeover effects vs. stability benefits.

4. 4

   The Columbia 10% Beneficial Owner Proposal

   ManagementBoard: FOR

   Informational non-binding proposal to approve a provision in Columbia Financial, Inc.’s articles of incorporation limiting voting rights of any beneficial owner who owns in excess of 10% of outstanding common stock (subject to director approval exceptions).

   More detail

   The Columbia 10% Beneficial Owner Proposal is an informational advisory item requesting stockholder assent to a charter provision limiting the voting rights of any beneficial owner holding more than 10% of outstanding common stock. Management included this provision in the converted company’s articles to limit control by large holders (with exceptions) and to promote broader voting influence among smaller holders; the board recommends FOR. As with other conversion-related charter changes, Federal Reserve rules mean this is informational—these provisions will nonetheless become effective if the Plan of Conversion is approved. Investors should consider effects on activist investors, potential deterrence to strategic offers, and implications for minority ownership rights.

5. 5

   The Columbia Director Election Proposal

   ManagementBoard: FOR

   Election of three directors (Dennis E. Gibney, Robert Van Dyk and James H. Wainwright) to three-year terms, by plurality vote.

6. 6

   The Columbia Auditor Ratification Proposal

   ManagementBoard: FOR

   Ratification of the appointment of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

7. 7

   The Columbia Say-on-Pay Proposal

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve Columbia Financial’s named executive officer compensation as disclosed in the proxy (Say-on-Pay).

   More detail

   The Say-on-Pay Proposal is a non-binding advisory vote asking stockholders to approve executive compensation disclosures. Management seeks endorsement of its compensation philosophy and policies aimed at attracting and retaining executives. The board supports the program and recommends FOR; the compensation committee will consider the outcome when setting future pay. Although non-binding, a negative vote could lead to enhanced shareholder engagement and potential changes to compensation design.

8. 8

   The Columbia Say-on-Pay Frequency Proposal

   ManagementBoard: FOR

   Advisory (non-binding) vote to select the frequency (ONE YEAR, TWO YEARS, or THREE YEARS) for future advisory votes on executive compensation. Board recommends ONE YEAR.

   More detail

   The proposal gives stockholders an advisory choice on how often Say-on-Pay votes should occur — annually, biennially, or triennially. Management recommends annual votes to allow timely shareholder feedback; the board recommends ONE YEAR. The vote is non-binding; the board will consider results but is not obligated to follow them.

9. 9

   The Columbia Adjournment Proposal

   ManagementBoard: FOR

   Authorize adjournment of the annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Columbia Conversion Proposal or Columbia Merger Proposal.

   More detail

   The Adjournment Proposal is a procedural management proposal to allow the meeting to be adjourned to solicit more proxies if votes are insufficient to approve the Conversion or Merger. Management recommends FOR because it preserves the ability to obtain requisite approvals and complete the transactions; it is routine in transaction proxy contexts but can be material if votes are close.

Upcoming shareholder meetings at Columbia Financial Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Columbia Financial Inc 2026 annual meeting?

Columbia Financial Inc (CLBK) holds its 2026 annual shareholder meeting on Thursday, June 25, 2026.

What is the record date for the Columbia Financial Inc 2026 meeting?

The record date for the Columbia Financial Inc 2026 meeting is Thursday, April 30, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Columbia Financial Inc's 2026 meeting?

The board is presenting 3 director nominees at the Columbia Financial Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Columbia Financial Inc 2026 meeting?

Shareholders will vote on 9 proposals at the Columbia Financial Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.