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): June 18, 2024
KEARNY FINANCIAL CORP.
(Exact Name of Registrant as Specified in its Charter)
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MD
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001-37399
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30-0870244
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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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120 Passaic Avenue, Fairfield, NJ
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07004
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
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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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Securities registered pursuant to Section 12(b) of the Act:
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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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Common Stock, $0.01 par value
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KRNY
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
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Promotion of Keith Suchodolski
On June 20, 2024, Kearny Financial Corp. (the “Company”), the
holding company of Kearny Bank (the “Bank”), announced that the Company’s Board of Directors promoted Keith Suchodolski to Senior Executive Vice President and Chief Operating Officer of the Company and the Bank effective July 1, 2024. Mr.
Suchodolski has served as the Company and Bank’s Senior Executive Vice President and Chief Financial Officer since July 2022. In connection with the Executive’s promotion
to Senior Executive Vice President and Chief Operating Officer, the Company and the Bank entered into an amendment to Mr. Suchodolski’s employment agreement, effective as of July 1, 2024 (the “Amendment”). The Amendment is solely to replace all
references to “Senior Executive Vice President and Chief Financial Officer” with “Senior Executive Vice President and Chief Operating Officer.”
Promotion of Sean Byrnes
On June 20, 2024, the Company and Bank announced
that the Company’s Board of Directors promoted Sean Byrnes to Executive Vice President, Chief Financial Officer and Principal Accounting Officer of the Company and the Bank effective July 1, 2024. Mr. Byrnes has served as the Company’s Executive
Vice President and Deputy Chief Financial Officer since July 2023. In connection with Mr. Byrnes’ promotion to Executive Vice President and Chief Financial Officer, Mr. Byrnes and the Bank entered into a change in control agreement, effective as of
July 1, 2024 (the “CIC Agreement”). The CIC Agreement provides, in the event of a change in control of the Company or the Bank followed within twenty-four (24) months by an involuntary termination of employment for any reason other than cause or a
termination for good reason, Mr. Byrnes will be entitled to a severance payment equal to two times annual base salary and two times the bonus earned in the fiscal year immediately preceding the date of a change in control, payable in a lump sum
within ten days of his termination of employment, and continued participation in medical and dental coverage for two years.
Amended and Restated Executive Management Incentive Compensation Program
On June 18, 2024, the
Bank approved an Amended and Restated Executive Management Incentive Compensation Program (“Amended Program”), which will replace the prior Executive Management Incentive Compensation Program (“Prior Program”). The terms of the Amended Program are
similar to the Prior Program except the Amended Program removes section 5(c) – Performance Gate from the Prior Program.
The press release issued by the Company related to the
promotions of Mr. Suchodolski and Mr. Byrnes is included in this filing as Exhibit 99.1. The foregoing descriptions of the Amendment, CIC Agreement and Amended Program do not purport to be complete and are qualified in their entirety by
reference to the Amendment, CIC Agreement and Amended Program, which are attached hereto as Exhibits 10.1, 10.2 and 10.3 of this Current Report on Form 8-K and are incorporated by reference into this Item 5.02.
Item 9.01
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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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Exhibit No. Description
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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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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