8-K

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): December 23, 2015

KEARNY FINANCIAL CORP.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-37399	30-0870244
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

120 Passaic Avenue, Fairfield, New Jersey	07004
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:  (973) 244-4500

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):

[  ] 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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 23, 2015, the boards of directors of Kearny Financial Corp. (the “Company”) and its wholly-owned subsidiary, Kearny Bank, expanded the size of their boards of directors from nine to eleven members and appointed Raymond E. Chandonnet and Christopher D. Petermann as directors for the Company and the Bank, effective immediately.  Mr. Chandonnet will serve a term expiring at the 2016 annual meeting of stockholders.  Mr. Petermann will serve a term expiring at the 2017 annual meeting of stockholders.

There are no arrangements or understandings between either Mr. Chandonnet or Mr. Petermann and any other person pursuant to which Messrs. Chandonnet and Petermann became directors.  Messrs. Chandonnet and Petermann will receive compensation for their service on the boards of directors in accordance with the Company’s and the Bank’s standard compensatory arrangements for non-employee directors.  A description of the compensatory arrangements for non-employee directors is included under the heading “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on September 18, 2015.  Messrs. Chandonnet and Petermann have not yet been named to a board committee of the Company or the Bank.

Mr. Chandonnet is co-founding principal of Second Act Capital Partners, a financial advisory firm that provides consulting to financial services companies including banks, insurance companies and pensions funds, as well as business incubation services to companies seeking to develop and launch products designed for the financial industry.  Mr. Chandonnet co-founded Second Act Capital Partners in 2015 after retiring from Sandler O’Neill & Partners in 2014, where he had served as a partner and Chief Balance Sheet Strategist since 2007.  Prior to joining Sandler O’Neill, Mr. Chandonnet was head of Bank Strategy for JPMorgan Securities, Lehman Brothers, and First Union Capital Markets.  Mr. Chandonnet is a frequent publisher and speaker on a wide range of issues related to bank financial management and holds a Master’s Degree in finance from Bentley College Graduate School of Business in Waltham, MA and a Bachelor’s Degree in Computer Science from Merrimack College in North Andover, MA.

Mr. Petermann is a Partner of O’Connor Davies, LLP, a certified public accounting firm. Mr. Petermann is the Partner in Charge of O’Connor Davies, LLP’s New York City office and serves as Co-Partner-in-Charge for the Private Foundation Practice. He has over 30 years of specialized experience in accounting for exempt organizations and private foundations, as well as closely-held businesses and financial services entities. Mr. Petermann also holds a number of professional committee and community board positions. Mr. Petermann is a regular speaker on accounting, tax and governance matters and has also authored numerous articles for industry publications.  Mr. Petermann holds a Bachelor of Science degree in Business Administration from Bucknell University.

Item 8.01 Other Events

    On December 23, 2105, the Company amended its Directors Consultation and Retirement Plan (the “DCRP”) to freeze the DCRP such that no additional DCRP benefits will accrue to any participant after December 31, 2015 and to revise the minimum age requirement for benefit vesting purposes. Accordingly, the benefits payable to participating directors under the DCRP will not increase beyond the amounts fixed and accrued as of December 31, 2015. The foregoing description of the freeze amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 of this Current Report, which is incorporated by reference into this Item 8.01.

A copy of the press release announcing the appointment of Messrs. Chandonnet and Petermann to the boards of directors of the Company and the Bank and the Company’s freeze of the DCRP is included as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits

(a)   Financial Statements of Businesses Acquired.  Not applicable.

(b)   Pro Forma Financial Information.  Not applicable.

(c)   (d)   Shell Company Transactions.  Not applicable. Exhibits.

Exhibit No.	Description
10.1	Amendment to Freeze Benefit Accruals Under the Kearny Financial Corp. Directors Consultation and Retirement Plan.
99.1	Press release dated December 23, 2015.

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.

		KEARNY FINANCIAL CORP.
DATE: December 23, 2015	By:	/s/ Craig L. Montanaro
		Craig L. Montanaro
		President and Chief Executive Officer

EX-10.1

Exhibit 10.1

AMENDMENT TO FREEZE BENEFIT ACCRUALS

UNDER

KEARNY FINANCIAL CORP.

DIRECTORS CONSULTATION AND RETIREMENT PLAN

This Amendment Number One (the “Amendment”) to the Kearny Financial Corp. Directors Consultation and Retirement Plan, as amended and restated, as of May 18, 2015 (the “Plan”) is made by Kearny Financial Corp. (the “Company”).  Capitalized terms which are not defined herein shall have the same meaning as set forth in the Plan.

WHEREAS, the Plan was initially effective on May 1, 1995, and the Plan was amended and restated effective on May 18, 2015; and

WHEREAS, the Plan is designed to provide retirement benefits to certain Directors of the Company and Kearny Bank (the “Participants”) upon retirement, death or disability, with such benefits payable out of the Company’s general assets; and

WHEREAS, the Plan currently provides that an individual who becomes a member of the Board of Directors of the Company on or after May 18, 2015 shall not be eligible to participate in the Plan; and

WHEREAS, the Company and the Participants have agreed to freeze the accrual of the Retirement Benefit Amount as of December 31, 2015, such that the Plan shall continue to operate in accordance with its terms in all respects, except that no benefits will accrue on or after January 1, 2016: and

WHEREAS, the Company generally reserves the right under Section 8.4 of the Plan to amend the Plan provided that written consent is obtained from each Participant who is participating in the Plan.

NOW THEREFORE, for good and valuable consideration, the adequacy of which is acknowledged by the parties hereto, the Plan is hereby amended, effective January 1, 2016 (the “Effective Date”), as follows:

Section 1.   Revised Section 2.1. Section 2.1 is amended and restated as follows:

2.1   Termination of Service.  Upon a Participant’s Termination of Service with the Company or the Bank, as applicable, a Participant will become eligible to receive benefits under the Plan if he has attained either or both his Retirement Date with the Company and his Retirement Date with the Bank, provided the Participant enters into an agreement to be a consulting director of the Company (in a form similar to that contained in Schedule A to this Plan).  For the avoidance of doubt, a Participant may attain his Retirement Date with the Company without attaining his Retirement Date with the Bank and vice versa depending on the number of Years of Service the Participant has earned with both the Bank and the Company.  If a Participant has attained his Retirement Date with either or both the Company and the Bank, upon the Participant’s Termination of Service, the Company will pay the Participant a monthly benefit determined in accordance with Section 2.5 of the Plan.  The Company will commence payments of the monthly benefit to the Participant on the first business day of the first calendar month following the Participant’s Termination of Service and will continue to make the monthly benefit payments to the Participant on the first business day of each succeeding calendar month for the life of the Participant.  Except as provided for in Sections 2.2 and 2.3 of the Plan, the Company shall have no financial obligation to a Participant who experiences a Termination of Service without attaining his Retirement Date with either the Company or the Bank.

Section 2.   New Section 2.5(d) Added to the Plan.  Section 2.5(d) is added to the Plan to read as follows:

“(d)     Freeze in Accrued Benefit as of December 31, 2015.  Effective January 1, 2016, notwithstanding anything in the Plan to the contrary, (i) no additional Years of Service or compensation will be credited to a Participant’s Retirement Benefit Amount, (ii) accrued benefits hereunder will be frozen such that no additional benefits (including disability and death benefits) will be accrued under this Plan, (iii) the amount of each Participant’s Retirement Benefit Amount will be fixed as reflected in Appendix A to this Amendment,  and (iv) such frozen accrued benefits will be paid in accordance with the terms of the Plan in a manner consistent with Section 409A of the Code.  If a Participant experiences a Termination of Service prior to attaining age sixty (60), such Participant will be deemed to have satisfied the Retirement Date (e.g., the minimum age requirement necessary to receive a Retirement Benefit Amount under the Plan), and payment of the Retirement Benefit Amount (the amount of the payment reflected in Appendix A) will commence as specified in Section 2.1 of the Plan  (first business day of the first calendar month following the date the Participant attains age sixty (60)), and this Amendment does not change the timing of benefits payable due to disability, death and change in control which such Participant is eligible to receive (the “Additional Provision”).

Section 3.   Governing Law.  This Amendment and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of New Jersey.

Section 4.   Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed an original, and all of which together shall constitute but one and the same instrument.

Section 5.   Compliance with Section 409A.  This Amendment shall be interpreted and administered consistent with Section 409A of the Code.  The Company intends for this Amendment to comply with the provisions of Section 409A of the Code to prevent the inclusion in gross income of any amounts deferred hereunder in a taxable year prior to the year in which amounts are actually paid to the Participant.  This Amendment shall be construed, administered and governed in a manner that affects such intent, and the Company shall not take any action that would be inconsistent therewith.  To the extent the Additional Provision does not comply with the provisions of Section 409A of the Code, then the first payment of the Retirement Benefit Amount will occur at the earliest date necessary to avoid any penalties under Section 409A of the Code, provided further that the amount of such payments will be reduced so that the value of such payments would otherwise equal the value of the payments if the first payment had commenced at age sixty (60).

[Signature Page to Follow]

IN WITNESS WHEREOF, this Amendment has been executed by the duly authorized officer of the Company and each participating Director as of the date provided below.

		KEARNY FINANICAL CORP.
12/23/15	By:	/s/ Craig L. Montanaro
Date		Craig L. Montanaro
		Duly Authorized Officer
12/23/15	By:	/s/ Theodore J. Aanensen
Date		Theodore J. Aanensen
12/23/15	By:	/s/ John N. Hopkins
Date		John N. Hopkins
12/23/15	By:	/s/ John J. Mazur, Jr.
Date		John J. Mazur, Jr.
12/23/15	By:	/s/ Joseph P. Mazza
Date		Joseph P. Mazza
12/23/15	By:	/s/ Matthew T. McClane
Date		Matthew T. McClane
12/23/15	By:	/s/ John F. McGovern
Date		John F. McGovern
12/23/15	By:	/s/ Leopold W. Montanaro
Date		Leopold W. Montanaro
12/23/15	By:	/s/ John F. Regan
Date		John F. Regan

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

December 23, 2015

KEARNY FINANCIAL CORP. ANNOUNCES APPOINTMENT OF TWO DIRECTORS TO THE BOARD OF DIRECTORS AND AN AMENDMENT TO ITS DIRECTORS CONSULTATION AND RETIREMENT PLAN

Fairfield, New Jersey – December 23, 2015.  Kearny Financial Corp. (NASDAQ GS: KRNY) (the “Company”), the holding company of Kearny Bank (the “Bank”), today announced that the Company and the Bank expanded the size of their boards from nine to eleven members and appointed Raymond E. Chandonnet and Christopher D. Petermann as directors of the Company and the Bank, effective immediately.  Mr. Chandonnet will serve a term expiring at the 2016 annual meeting of stockholders.  Mr. Petermann will serve a term expiring at the 2017 annual meeting of stockholders.

Mr. Chandonnet is co-founding principal of Second Act Capital Partners, a financial advisory firm that provides consulting to financial services companies including banks, insurance companies and pensions funds, as well as business incubation services to companies seeking to develop and launch products designed for the financial industry.  Mr. Chandonnet co-founded Second Act Capital Partners in 2015 after retiring from Sandler O’Neill & Partners in 2014, where he had served as a partner and Chief Balance Sheet Strategist since 2007.  Prior to joining Sandler O’Neill, Mr. Chandonnet was head of Bank Strategy for JPMorgan Securities, Lehman Brothers, and First Union Capital Markets.  Mr. Chandonnet is a frequent publisher and speaker on a wide range of issues related to bank financial management and holds a Master’s Degree in finance from Bentley College Graduate School of Business in Waltham, MA and a Bachelor’s Degree in Computer Science from Merrimack College in North Andover, MA.

Mr. Petermann is a Partner of O’Connor Davies, LLP, a certified public accounting firm. Mr. Petermann is the Partner in Charge of O’Connor Davies, LLP’s New York City office and serves as Co-Partner-in-Charge for the Private Foundation Practice. He has over 30 years of specialized experience in accounting for exempt organizations and private foundations, as well as closely-held businesses and financial services entities. Mr. Petermann also holds a number of professional committee and community board positions. Mr. Petermann is a regular speaker on accounting, tax and governance matters and has also authored numerous articles for industry publications.  Mr. Petermann holds a Bachelor of Science degree in Business Administration from Bucknell University.

Craig L. Montanaro, President and Chief Executive Officer stated, “We are extremely pleased and fortunate to be able to attract such high caliber individuals to our Boards of Directors. Messrs. Petermann and Chandonnet both possess the knowledge, expertise and real world experience to assist our organization in enhancing its operations and earnings. They both possess core competencies that will add to the existing skill sets of our Board members.  We believe they both will help to continue to build our franchise and capitalize on the positive steps we have taken this year to improve our franchise, including our successful second step transaction.  The addition of these two new directors and the recent adjustments the Board has made to its compensation structure, demonstrates that the Board understands that as a growing fully public company it is necessary that our corporate governance and compensation practices evolve to keep pace with our growth as an institution and commensurate with our market capitalization.”

The Company also announced that it amended its Directors Consultation and Retirement Plan (the “DCRP”) to freeze the DCRP such that no additional DCRP benefits will accrue to any participants after December 31, 2015 and to revise the minimum age requirement for benefit vesting purposes.  Accordingly, the benefits payable to participating directors under the DCRP will not increase beyond the amounts fixed and accrued as of December 31, 2015.

About Kearny Financial Corp.

Kearny Financial Corp. is the holding company for Kearny Bank, which operates from its administrative headquarters building in Fairfield, New Jersey and 42 retail branch offices located throughout northern and central New Jersey and Brooklyn and Staten Island, New York. Shares of Kearny Financial Corp. trade on the NASDAQ Global Select Market under the symbol “KRNY.”

For further information contact:

Craig L. Montanaro

President and Chief Executive Officer

Kearny Financial Corp.

973-244-4500