Northfield Bancorp Inc

1. 1

   The Columbia Conversion Proposal

   ManagementBoard: FOR

   Approve the Plan of Conversion and related conversion transactions to convert Columbia Financial from a partially‑public mutual holding company to a fully public stock holding company (including the exchange of Columbia Financial shares for shares of Columbia Financial, Inc. and related offerings).

   More detail

   This proposal asks Columbia Financial stockholders to approve a Plan of Conversion that will convert Columbia Financial from its existing partially‑public mutual holding company structure into a fully public stock holding company (Columbia Financial, Inc.) and to authorize the related exchange of existing Columbia Financial public shares into Columbia Financial, Inc. shares and the offering of shares representing the mutual owner stake. Management seeks shareholder approval because regulatory and structural steps are required for the conversion — stockholder approval of the Plan of Conversion is a condition to completing both the Conversion and the companion Merger. The conversion will change governance, share ownership and transferability: Columbia Bank MHC’s pre‑conversion stake will be transformed into the offered shares, public holders will receive an exchange of their Columbia Financial shares for Columbia Financial, Inc. shares aimed at preserving their relative ownership percentages, and Columbia Financial, Inc. will conduct a public offering to monetize the MHC stake. The board asserts the conversion will enable access to public capital markets, provide a clearer equity structure, and align incentives for growth and scale, while also requiring Federal Reserve and other regulatory approvals. The board unanimously recommends a FOR vote, citing its view that the Plan and related offering are advisable and in stockholders’ best interests; it also notes the Conversion is necessary to permit the Merger to proceed. Vote thresholds are stringent for this item (including two‑thirds and majority tests depending on inclusion/exclusion of MHC shares), and abstentions/broker non‑votes have treating effects specified in the proxy — implying that failure to actively vote may effectively count against approval. The conversion will also trigger adoption of Columbia Financial, Inc.’s articles of incorporation and related anti‑takeover and governance provisions described elsewhere in the proxy, which have potential long‑term governance and takeover‑defense implications. From a transaction execution standpoint, the Conversion is interdependent with the Merger and subject to regulatory review and potential conditions; if stockholders do not approve this proposal, the Merger cannot be completed as contemplated.

2. 1

   The Northfield Merger Proposal

   ManagementBoard: FOR

   Approve the Agreement and Plan of Merger dated January 31, 2026 and the transactions contemplated thereby (the Merger Agreement) between Northfield Bancorp and Columbia Financial, including the Bank Merger and issuance of Columbia Financial, Inc. common stock as consideration.

   More detail

   This proposal asks Northfield Bancorp stockholders to approve the Merger Agreement under which Northfield will be acquired by Columbia Financial (including a bank merger of the banking subsidiaries) and Northfield stockholders will receive merger consideration as specified in the agreement. Northfield’s board unanimously determined the Merger Agreement and the Merger are in the best interests of Northfield and its stockholders, after considering financial, strategic and operational factors and obtaining a fairness analysis from Raymond James. The proxy sets out the strategic rationale for Northfield including enhanced scale, access to products and technology, potential cost synergies and the expectation the transaction will be generally tax‑free for stockholders who receive stock consideration; it also discusses pro forma effects, tangible book dilution/earn‑back expectations and integration risks. Regulatory approvals and closing conditions apply; the approval by a majority of outstanding Northfield shares is a condition to closing. The proxy discloses that Northfield’s board considered alternative strategic options, the terms and governance mechanics of the Merger Agreement, potential conflicts of interest and voted unanimously in favor following advice from counsel and financial advisors. The vote is transformative for Northfield stockholders — approving it effects the change of control and must be weighed against execution, regulatory, and valuation risks detailed in the proxy’s risk factors. The Northfield board recommends a FOR vote to permit completion of the Merger.

3. 2

   The Columbia Merger Proposal

   ManagementBoard: FOR

   Approve the Merger Agreement and the consummation of transactions contemplated thereby, including the merger of Northfield Bancorp into Columbia Financial, the Bank Merger, and issuance of Columbia Financial, Inc. common stock as merger consideration.

   More detail

   This proposal asks Columbia Financial stockholders to approve the Merger Agreement with Northfield Bancorp, which will result in Northfield’s combination with Columbia Financial (and the related Bank Merger) and issuance of Columbia Financial, Inc. common stock as part of the merger consideration. Management and the board have unanimously determined that the Merger Agreement and the transactions contemplated thereby are advisable and in the best interests of Columbia Financial and its stockholders; approval by Columbia stockholders is a closing condition for the Merger. The Merger consideration mechanics tie to the Conversion and an independent valuation: the proxy describes a mix of stock and cash consideration tied to an independent valuation and conversion/offering mechanics, and Columbia’s financial advisor provided a fairness opinion addressing the aggregate merger consideration as fair from a financial perspective. The board evaluated strategic rationale including scale, potential cost synergies, diversification of the balance sheet, access to enhanced capabilities and the ability to deliver technology and product improvements; it also considered projected pro forma financial metrics, tangible book value dilution and expected earn‑back. Regulatory approvals (bank regulators and others) and other closing conditions apply; the Merger Agreement includes customary representations, covenants, termination rights and standalone and mutual non‑solicitation and support agreements that constrain both parties during the process. The Columbia board considered conflicts of interest and transaction‑related compensation matters and relied on financial and legal advice (KBW fairness opinion, counsel) in reaching its unanimous recommendation. Because the Merger is interdependent with the Conversion, the failure to approve either the Conversion or the Merger prevents completion of the overall transaction; stockholder approval thresholds are significant and abstentions/broker non‑votes may be treated unfavorably for this vote. The transaction entails integration risks, possible dilution, execution and regulatory risk and potential litigation — all summarized in the proxy’s risk factors — and these should be weighed by sophisticated investors when assessing the Merger’s merits.

4. 2

   The Northfield Merger‑Related Compensation Proposal

   ManagementBoard: FOR

   Non‑binding advisory vote to approve the compensation that may become payable to Northfield Bancorp’s named executive officers in connection with the Merger (golden parachute payments), as disclosed in the proxy.

   More detail

   This advisory proposal asks Northfield stockholders to approve, on a non‑binding basis, the merger‑related compensation arrangements (golden parachute payments) payable to Northfield’s named executive officers upon consummation of the Merger. Under SEC rules, such a vote must be solicited separately and is advisory only — approval does not legally restrict payments but is intended to provide shareholder input on executive awards tied to the transaction. Northfield’s board recommends a FOR vote; the proxy explains that even if stockholders do not approve the advisory vote, contractual obligations may still require payment where legally due and the vote will not prevent payments if the Merger Agreement remains in effect. For evaluation, analysts should review the disclosed quantified payments, any acceleration provisions, change‑in‑control severance protections, and how these payments compare to peer practices and potential impacts on transaction economics. Management’s recommendation and the board’s unanimous support reflect the view that the arrangements are reasonable in the context of retaining and compensating executives through the transaction process; however, pay critics may view sizable outsized payments as misaligned with shareholder value if not properly tied to performance or retention objectives. The advisory vote result will inform compensation committee deliberations and public perception post‑closing.

5. 3

   The Columbia Super‑Majority Proposal

   ManagementBoard: FOR

   Informational proposal regarding approval of provisions in Columbia Financial, Inc.’s articles of incorporation requiring a super‑majority vote to approve certain amendments to specified charter provisions.

   More detail

   This informational proposal explains and seeks an advisory stockholder vote on charter provisions adopted by the board as part of the Plan of Conversion that require super‑majority approval for amendments to certain enumerated articles (e.g., limits on voting rights, classification of the board, limits on amendment rights and liability protections). Management frames these measures as governance provisions intended to preserve stability, protect the company during the early post‑conversion period, and enhance the board’s negotiating posture with third parties, particularly in the face of potential takeover attempts. The proxy emphasizes that the proposal is informational only — Federal Reserve regulations prevent voting on matters other than the Plan of Conversion — and that the provisions will become effective if the Conversion is approved regardless of the advisory vote. The proxy also notes that Columbia Bank MHC’s majority ownership means it can block charter amendments in practice, and that these provisions could deter hostile takeovers, limit stockholder ability to effect rapid governance changes, and prolong board control given staggered director classification. Investors should weigh the potential protective benefits (negotiating leverage, orderly transition) against potential agency costs and reduced takeover discipline, and consider how these terms compare to governance norms (super‑majority thresholds, classified board, voting limits). Because these provisions could materially affect future corporate control contests, charter amendments and shareholder rights, the matter has substantive importance despite its informational label; the board recommends FOR the informational proposal as consistent with its view of stockholder interests in the conversion context. Regulatory constraints and Maryland/Delaware law nuances affect how these provisions operate and the proxy cautions readers to consult the full articles of incorporation for details.

6. 3

   The Northfield Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment of the Northfield Bancorp Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the Northfield Merger Proposal.

   More detail

   This procedural proposal would permit adjournment of the Special Meeting to allow additional solicitation if votes are insufficient to approve the Merger. The Northfield board does not currently intend to propose adjournment if sufficient votes exist, but recommends shareholder authorization as a contingency. Allowing adjournment is standard practice in contested or close corporate votes to preserve the possibility of completing the transaction without re‑filing or restarting the solicitation, while also giving time to address outstanding voting shortfalls. A FOR vote preserves flexibility to complete the vote and thereby the Merger; a vote AGAINST could make it more difficult to conclude the Merger if proximate vote totals fall short. The proxy explains quorum, abstention and broker non‑vote treatment and the procedural mechanics of adjournment in the context of the Special Meeting and regulatory approvals.

7. 4

   The Columbia 10% Beneficial Owner Proposal

   ManagementBoard: FOR

   Informational proposal regarding a provision in Columbia Financial, Inc.’s articles of incorporation limiting the voting rights of any person who beneficially owns in excess of 10% of outstanding common stock (shares in excess of 10% are not entitled to vote), subject to certain exceptions.

   More detail

   This informational proposal describes a charter provision that caps voting rights at 10% per beneficial owner (with an exception if a majority of unaffiliated directors approves excess ownership), which the board adopted as part of the Plan of Conversion. Management presents the provision as a mechanism to limit concentration of voting control and to protect against single‑party dominance that could impede fair governance and the orderly deployment of offering proceeds post‑conversion. The proxy cautions stockholders that the provision may deter certain takeover strategies and make it more difficult for a single investor to assert control, while recognizing the board (and the majority MHC holder) will still have substantive influence over outcomes. As an informational measure under Federal Reserve conversion rules, the vote is non‑binding and the provision will take effect if the Conversion is approved irrespective of the advisory vote outcome. Investors should evaluate the tradeoff between limiting outsized voting control (a protective corporate measure) and restricting potential activist or strategic investors who could otherwise offer a control premium. The proxy recommends a FOR vote, noting the board believes the provision supports stockholder value through stability and oversight during the conversion and potential subsequent transactions.

8. 5

   The Columbia Director Election Proposal

   ManagementBoard: FOR

   Election of three directors to serve three‑year terms (nominees: Dennis E. Gibney, Robert Van Dyk and James H. Wainwright).

9. 6

   The Columbia Auditor Ratification Proposal

   ManagementBoard: FOR

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

10. 7

    The Columbia Say‑on‑Pay Proposal

    ManagementBoard: FOR

    Advisory (non‑binding) vote to approve Columbia Financial’s executive compensation as disclosed in the Compensation Discussion and Analysis and related tables.

    More detail

    This advisory proposal provides shareholders the opportunity to endorse (or not) Columbia Financial’s executive compensation program as disclosed in the proxy (CD&A and pay tables). Management frames its compensation philosophy as intended to attract and retain qualified executives and align pay with long‑term stockholder value; the board believes the current policies achieve these objectives and therefore recommends a FOR vote. The vote is non‑binding but will be considered by the compensation committee when designing future pay arrangements, and the proxy highlights that Columbia will continue to consider stockholder feedback. For sophisticated evaluation, note that advisory approval does not legally constrain the board but creates a reputational and governance signal; failure to receive strong shareholder support typically triggers engagement and potential changes in compensation design and disclosure. The proxy includes detailed CD&A and tables that should be reviewed for pay‑for‑performance alignment, use of equity and cash, incentive metrics, and potential single‑time merger‑related awards. Given the concurrent Merger and Conversion transactions, management notes the committee will consider structural compensation implications of the combined company and any special or golden parachute payments must be disclosed and were separately subject to Northfield’s advisory vote. Analysts should consider the link between the pay program and retained management incentives post‑transaction, as well as any special arrangements disclosed elsewhere in the proxy.

11. 8

    The Columbia Say‑on‑Pay Frequency Proposal

    ManagementBoard: FOR

    Advisory (non‑binding) vote on the frequency (ONE YEAR, TWO YEARS, or THREE YEARS) with which Columbia Financial will hold an advisory say‑on‑pay vote; the board recommends ONE YEAR.

    More detail

    This advisory proposal asks stockholders to indicate whether they prefer the non‑binding say‑on‑pay vote to occur every one, two or three years; Columbia’s board recommends an annual vote. Management argues annual votes provide timely, direct feedback on compensation policies and allow the compensation committee to respond annually to shareholder input and evolving pay practices. The result is advisory only, but a plurality rule applies if no choice receives a majority: the board will consider the option receiving the highest number of votes as the preference of stockholders. For governance analysts, an annual vote is the most frequent cadence and is often preferred by governance advocates for responsiveness, while less frequent votes are sometimes proposed to reduce administrative burden. Given the concurrent transformational transactions, the frequency choice may affect how quickly shareholders can signal views on post‑transaction compensation plans; the board’s recommendation for one year signals a desire for ongoing investor engagement on pay matters. The proxy clarifies the advisory nature of the vote and how the board will treat the outcome in deliberations on future compensation.

12. 9

    The Columbia Adjournment Proposal

    ManagementBoard: FOR

    Approve adjournment of the Columbia Financial Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the meeting to approve the Columbia Conversion Proposal or the Columbia Merger Proposal.

    More detail

    This proposal asks stockholders to authorize the meeting chair to adjourn the Annual Meeting to a later date to permit additional solicitation of proxies if there are insufficient votes to approve the Conversion or Merger at the scheduled meeting time. Management includes this as a procedural contingency because the Conversion and Merger require specific shareholder approvals and may need additional time to secure the required vote thresholds; the board does not currently intend to propose adjournment if sufficient votes exist. Granting adjournment authority is customary in transaction proxy statements and helps ensure closing conditions tied to shareholder approvals can be met without restarting the solicitation process. For investors, a vote FOR preserves flexibility for the company to continue solicitation to complete the transactions, while a vote AGAINST could force the company to accept failure of the proposals if quorum or vote thresholds are not met. The adjournment proposal itself is not a condition to closing but is a practical mechanism to complete votes; broker non‑vote treatment and quorum rules are explained in the proxy and can affect the outcome. The board unanimously recommends a FOR vote to permit orderly completion of the solicitation if required.

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When is the Northfield Bancorp Inc 2026 special meeting?

Northfield Bancorp Inc (NFBK) holds its 2026 special shareholder meeting on Thursday, June 25, 2026.

What is the record date for the Northfield Bancorp Inc 2026 meeting?

The record date for the Northfield Bancorp Inc 2026 meeting is Monday, April 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Northfield Bancorp Inc's 2026 meeting?

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

What proposals will shareholders vote on at the Northfield Bancorp Inc 2026 meeting?

Shareholders will vote on 12 proposals at the Northfield Bancorp Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.