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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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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.
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Item 9.01 |
Financial Statements and Exhibits
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(a)
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Financial Statements of Businesses Acquired. Not applicable.
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(b)
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Pro Forma Financial Information. Not applicable.
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(c)
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Shell Company Transactions. Not applicable.
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(d)
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Exhibits.
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10.1 |
10.2 |
10.3 |
99.1 |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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KEARNY FINANCIAL CORP.
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DATE: June 20, 2024
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By:
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/s/ Craig L. Montanaro
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Craig L. Montanaro
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President and Chief Executive Officer
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1.
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TERM OF AGREEMENT
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2.
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DEFINITIONS
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(1) |
Merger: The Company or the Bank merges into or consolidates with another
entity, or merges another Bank or corporation into the Bank or the Company, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who
were stockholders of the Company or the Bank immediately before the merger or consolidation;
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(2) |
Acquisition of Significant Share Ownership: A person or persons acting in
concert has or have become the beneficial owner of 25% or more of a class of the Company’s or the Bank’s voting securities; provided, however, this clause (2) shall not apply to beneficial ownership of the Company’s or the Bank’s voting
shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities;
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(3) |
Change in Board Composition: During any period of two consecutive years,
individuals who constitute the Company’s or the Bank’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s or the Bank’s Board of Directors; provided, however,
that for purposes of this clause (3), each director who is first elected by the board (or first nominated by the board for election by the stockholders or corporators) by a vote of at least two-thirds (2/3) of the directors who were directors
at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or
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(4) |
Sale of Assets: The Company or the Bank sells to a third party all or
substantially all of its assets.
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(1)
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failure to elect or reelect or to appoint or reappoint Executive to the position and title that the Executive maintained immediately prior to a
Change in Control;
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(2)
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a material change in Executive’s authority, duties or responsibilities to
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become one of lesser authority, duty or responsibilities then the position Executive held immediately prior to the Change in Control;
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(3)
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a material reduction in Executive’s base salary and benefits; or
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(4)
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a relocation of Executive’s principal place of employment by more than 35 miles from its location as of the date of this Agreement;
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(1)
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material act of dishonesty or fraud in performing Executive’s duties on behalf of the Bank;
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(2)
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incompetence (in determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the banking
industry) in performing Executive’s duties on behalf of the Bank;
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(3)
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willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation of the
Bank;
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(4)
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breach of fiduciary duty involving personal profit;
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(5)
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intentional failure to perform stated duties under this Agreement after written notice thereof from the Board;
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(6)
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willful violation of any law, rule or regulation (other than traffic violations or similar offenses which results only in a fine or other
non-custodial penalty) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; any violation of the policies or
procedures of the Bank as outlined in the Bank’s employee handbook,
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(7)
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material breach by Executive of any provision of this Agreement.
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(1)
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pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or beneficiaries or estate, as applicable, a cash
severance amount equal to (i) twenty-four (24) months of the Executive’s base salary in effect as of the Date of Termination, or if higher, the base salary in effect immediately prior to the date of a Change in Control, and (ii) two times
the bonus earned by the Executive from the Bank in the fiscal year immediately preceding the year in which the termination occurs, or if higher, the bonus earned in the fiscal year immediately preceding the date of a Change in Control, less
applicable withholding taxes, payable by lump sum within ten (10) business days of the Date of Termination, and
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(2)
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cause to be continued at no cost to Executive, non-taxable medical and dental coverage substantially identical to the coverage maintained by the
Bank for Executive prior to Executive’s termination for twenty-four (24) months. If the Bank cannot provide one or more of the benefits set forth in this Section 3(a)(2) because Executive is no longer an employee, applicable rules and
regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the
value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within ten (10) days after the later of Executive’s Date of Termination or the effective date of
the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.
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4.
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NOTICE OF TERMINATION
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5.
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SOURCE OF PAYMENTS
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6.
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REQUIRED PROVISIONS
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7.
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NO ATTACHMENT
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8.
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ENTIRE AGREEMENT; MODIFICATION AND WAIVER
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9.
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SEVERABILITY
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10.
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HEADINGS FOR REFERENCE ONLY
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11.
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GOVERNING LAW
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12.
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ARBITRATION
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13.
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PAYMENT OF LEGAL FEES
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14.
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OBLIGATIONS OF BANK
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15.
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SUCCESSORS AND
ASSIGNS
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Amended and Restated Executive Management Incentive
Compensation Program
|
![]() |
1.
|
Purpose
|
2.
|
Effective Date
|
3.
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Eligibility
|
4.
|
Basis of Incentive Compensation Award
|
5.
|
Program Details
|
a.
|
Award Targets and Weightings
|
Amended and Restated Executive Management Incentive
Compensation Program
|
![]() |
b.
|
Program Funding
|
c.
|
Corporate Goals
|
d.
|
Individual Goals
|
e.
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Determination of Incentive
Compensation Award
|
6.
|
Administrative Matters
|
a.
|
Administration of the
Program
|
Amended and Restated Executive Management Incentive
Compensation Program
|
![]() |
b.
|
Active Participation
Required
|
i.
|
New Hires, Promotions, and Transfers
|
ii.
|
Termination of Employment – General
|
iii.
|
Termination of Employment without Cause
|
iv.
|
Voluntary Resignation of Employment or Termination for Cause
|
Amended and Restated Executive Management Incentive
Compensation Program
|
![]() |
v.
|
Voluntary Resignation for Good Reason
|
vi.
|
Disability, Death and Retirement
|
vii.
|
Change in Control
|
7.
|
Payment Method
|
Amended and Restated Executive Management Incentive
Compensation Program
|
![]() |
8.
|
Modification and Termination of Program
|
9.
|
Participant Rights Not Assignable; Program not a Contract
|
10.
|
Ethical Statement
|
11.
|
Governing Law
|
12.
|
Attorney’s Fees and Costs
|
Amended and Restated Executive Management Incentive
Compensation Program
|
![]() |
13.
|
No Oral or Written Representations
|
14.
|
Clawback
|
15.
|
Banking Regulatory Provision
|
Document and Entity Information |
Jun. 18, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Jun. 18, 2024 |
Entity File Number | 001-37399 |
Entity Registrant Name | KEARNY FINANCIAL CORP. |
Entity Central Index Key | 0001617242 |
Entity Incorporation, State or Country Code | MD |
Entity Tax Identification Number | 30-0870244 |
Entity Address, Address Line One | 120 Passaic Avenue |
Entity Address, City or Town | Fairfield |
Entity Address, State or Province | NJ |
Entity Address, Postal Zip Code | 07004 |
City Area Code | 973 |
Local Phone Number | 244-4500 |
Title of 12(b) Security | Common Stock, $0.01 par value |
Trading Symbol | KRNY |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
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