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): April 27, 2022 (March 31, 2022)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (212 ) 895-8988
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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
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 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, of the 31,115,103 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting, there were present, in person or by proxy, 27,967,721 shares, representing approximately 90% of the total outstanding shares. At the Annual Meeting, the stockholders voted on three proposals, as described in greater detail in the Definitive Proxy Statement and cast their votes as described below.
1.The following individuals were elected to serve as directors of the Company, each of whom will hold office until the 2023 annual meeting of stockholders or until that person’s successor is duly elected and qualified. Votes cast were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||
| Lynne Fox | 26,947,459 | 464,135 | 1,881 | 554,246 | ||||||||||
| Donald Bouffard, Jr. | 26,847,888 | 562,570 | 3,017 | 554,246 | ||||||||||
| Maryann Bruce | 27,256,713 | 154,731 | 2,031 | 554,246 | ||||||||||
| Mark A. Finser | 22,661,160 | 4,748,380 | 3,935 | 554,246 | ||||||||||
| Darrell Jackson | 26,953,790 | 454,767 | 4,916 | 554,246 | ||||||||||
| Julie Kelly | 26,972,324 | 437,323 | 3,830 | 554,246 | ||||||||||
| JoAnn S. Lilek | 27,257,181 | 151,414 | 4,880 | 554,246 | ||||||||||
| John McDonagh | 27,133,690 | 274,919 | 4,866 | 554,246 | ||||||||||
| Robert Romasco | 22,661,881 | 4,747,728 | 3,866 | 554,246 | ||||||||||
| Edgar Romney, Sr. | 26,971,639 | 437,970 | 3,866 | 554,246 | ||||||||||
| Priscilla Sims Brown | 27,246,938 | 164,504 | 2,033 | 554,246 | ||||||||||
| Stephen R. Sleigh | 27,140,329 | 269,280 | 3,866 | 554,246 | ||||||||||
2.The appointment of Crowe LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2022 was ratified. Votes cast were as follows:
| FOR | AGAINST | ABSTAIN | ||||||
| 27,711,854 | 55,542 | 200,323 | ||||||
3.The compensation of the Company’s named executive officers was approved on a non-binding and advisory basis. Votes cast were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||
| 25,796,042 | 1,605,648 | 11,785 | 554,246 | ||||||||
Item 7.01. Regulation FD Disclosure.
On April 27, 2022, the Company issued the press release that is furnished as Exhibit 99.1 to this Current Report on Form 8-K and that is incorporated by reference into this Item announcing that the Company’s Board of Directors had declared a quarterly dividend of $0.08 per share payable on May 25, 2022 to stockholders of record on May 11, 2022.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits See Exhibit Index to this report.
Exhibit Index
| Exhibit No. | Description | |||||||||||||
| 99.1 | ||||||||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||||||||||||
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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.
| AMALGAMATED FINANCIAL CORP. | |||||||||||
By: | /s/ Priscilla Sims Brown | ||||||||||
Name: | Priscilla Sims Brown | ||||||||||
Title: | Chief Executive Officer | ||||||||||
Date: | |||||||||||
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Amalgamated Financial Corp. Declares Regular Quarterly Dividend NEW YORK, April 26, 2022 (GLOBE NEWSWIRE) -- Amalgamated Financial Corp. (“Amalgamated” or the “Company”) (Nasdaq: AMAL) today announced that its Board of Directors has declared a regular dividend to common stockholders of $0.08 per share, payable by the Company on May 25, 2022, to stockholders of record on May 11, 2022. The amount and timing of any future dividend payments to stockholders will be subject to the discretion of the Board of Directors. About Amalgamated Financial Corp. Amalgamated Financial Corp. is a Delaware public benefit corporation and a bank holding company engaged in commercial banking and financial services through its wholly-owned subsidiary, Amalgamated Bank. Amalgamated Bank is a New York-based full-service commercial bank and a chartered trust company with a combined network of five branches across New York City, Washington, D.C., and San Francisco, and one commercial office in Boston. Amalgamated Bank was formed in 1923 as Amalgamated Bank of New York by the Amalgamated Clothing Workers of America, one of the country’s oldest labor unions. Amalgamated Bank provides commercial banking and trust services nationally and offers a full range of products and services to both commercial and retail customers. Amalgamated Bank is a proud member of the Global Alliance for Banking on Values and is a certified B Corporation®. As of December 31, 2021, our total assets were approximately $7.1 billion, total net loans were approximately $3.3 billion, and total deposits were approximately $6.4 billion. Additionally, as of December 31, 2021, our trust business held approximately $40.2 billion in assets under custody and approximately $17.3 billion in assets under management. Investor Contact: Jamie Lillis Solebury Trout shareholderrelations@amalgamatedbank.com 800-895-4172 Source: Amalgamated Financial Corp.