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): August 11, 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.) | ||||||||||||
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 11, 2022, Mr. Stephen R. Sleigh notified Amalgamated Financial Corp. (“Company”) of his decision to resign from the Company’s Board of Directors effective immediately. Mr. Sleigh was appointed to the Board pursuant to a Side Letter with Yucaipa Corporate Initiatives Fund II, L.P. and Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. (the “Yucaipa Funds”), whereby so long as the Yucaipa Funds and its affiliates own a number of shares representing 5.0% of the Company’s common stock then outstanding, the Company shall take all requisite corporate action to effect the nomination of one director designated by the Yucaipa Funds; provided, however, that in the event that the Yucaipa Funds no longer own 5.0% of the Company’s common stock at any time, the Yucaipa Funds shall notify the Company and use its best efforts to have the nominee immediately resign. Through Section 16 reports filed by its limited partners, it was disclosed that the Yucaipa Funds’ ownership of the Company’s common stock has declined below 5.0%. Mr. Sleigh’s decision is not the result of any disagreement with the Company’s operations, policies or procedures.
EXHIBIT INDEX
| Exhibit No. | Description | |||||||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||||||||||||
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: | |||||||||||