SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Amalgamated Financial Corp.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
|(Commission File Number)||(I.R.S. Employer Identification|
275 Seventh Avenue, New York, New York 10001
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 895-8988
(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):
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $0.01 per share||AMAL||The Nasdaq Global Market|
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).
|Emerging growth company ☒|
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 5.02 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.
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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.|
|/s/ Priscilla Sims Brown |
Priscilla Sims Brown
|Chief Executive Officer |
Date: August 11, 2022