DEF 14A 1 ny20002226x1_def14a.htm DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to ss. 240.14a-12

Northfield Bancorp, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

TABLE OF CONTENTS

VIRTUAL ONLY ANNUAL MEETING OF STOCKHOLDERS

April 11, 2022

Dear Fellow Stockholder:

The 2022 Annual Meeting of Stockholders of Northfield Bancorp, Inc. (sometimes referred to as the “Bancorp”), parent of Northfield Bank (collectively with the Bancorp, the “Company”), will be held in a virtual only format with stockholder participation via live audio webcast. The meeting will be held on May 25, 2022, at 10:00 A.M. Eastern Time. You may participate in the Annual Meeting, submit questions, and vote online, until voting is closed, at www.virtualshareholdermeeting.com/NFBK2022.

The accompanying Notice of Annual Meeting and Proxy Statement describe the formal business expected to be transacted. During the Annual Meeting we also will report on the consolidated operations of Northfield Bancorp, Inc.

The business to be conducted at the Annual Meeting consists of the election of four directors, consideration of an advisory, non-binding resolution with respect to the executive compensation described in the Proxy Statement, and ratification of the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2022.

The Board of Directors has determined that the matters to be considered at the Annual Meeting are in the best interest of Northfield Bancorp, Inc. and its stockholders, and unanimously recommends a vote “FOR” each matter to be considered.

YOUR VOTE IS IMPORTANT. You may vote your shares using the Internet or the telephone by following the instructions set forth in the Proxy Statement. You also may vote by signing, dating, and returning a Proxy Card or voting instruction form, in the postage-paid envelope provided, if you requested and received a paper copy of the Proxy Statement. Voting in advance of the Annual Meeting will not prevent you from voting online during the live, audio webcast, but will assure that your vote is counted if you are unable to participate in the Annual Meeting. However, if your shares are not registered in your name, you will need additional documentation from the recordholder to vote via the live audio webcast. YOU DO NOT NEED A VOTING CONTROL NUMBER TO ACCESS THE ANNUAL MEETING, BUT YOU WILL ONLY BE ABLE TO VOTE YOUR SHARES AT THE ANNUAL MEETING BY ENTERING YOUR CONTROL NUMBER FOUND IN THE MATERIALS YOU RECEIVED.

Also provided for your review or made available online is our Annual Report on Form 10-K for the year ended December 31, 2021, which contains detailed information concerning our activities and operating performance. On behalf of the Board of Directors, I thank you for your continued support.

			Sincerely,

			Steven M. Klein
			Chairman of the Board,
			President and Chief Executive Officer

TABLE OF CONTENTS

NORTHFIELD BANCORP, INC.

***VIRTUAL ONLY***

www.virtualshareholdermeeting.com/NFBK2022

2022 ANNUAL MEETING OF STOCKHOLDERS

May 25, 2022, 10:00 A.M. Eastern Time

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the 2022 Annual Meeting of Stockholders of Northfield Bancorp, Inc. will be held VIRTUAL ONLY at 10:00 a.m., Eastern Time, on May 25, 2022. You may participate in the Annual Meeting, submit questions, and vote online, until voting is closed, at www.virtualshareholdermeeting.com/NFBK2022. The Meeting is for the purpose of considering and acting upon:

1.	The election of four directors;

2.	An advisory, non-binding resolution to approve the executive compensation described in the Proxy Statement;

3.	The ratification of the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2022; and

such other matters as may properly come before the Annual Meeting, or any adjournments thereof. The Board of Directors is not aware of any other business to come before the Annual Meeting.

Any action may be taken on the foregoing proposals at the Annual Meeting on the date specified above, or on any date or dates to which the Annual Meeting may be adjourned. Stockholders of record at the close of business on March 28, 2022, are the stockholders entitled to vote at the Annual Meeting, and any adjournments thereof.

All stockholders of record of Northfield Bancorp, Inc. entitled to vote during the live audio webcast should receive, by U.S. mail, a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”). The Notice of Internet Availability will instruct you as to how you may access and review all of the important information contained in the proxy materials. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions included in the Notice of Internet Availability for requesting such materials.

Your Vote is Important

Please vote as promptly as possible by using the Internet or telephone, or by signing, dating, and returning the Proxy Card or voting instruction form, in the postage-paid envelope (mailed to those who requested and received paper copies of this Proxy Statement).

Even if you plan to participate in the live audio webcast, you may choose to vote your shares by internet, by telephone or by signing, dating, and returning, without delay, in the postage paid envelope, the enclosed Proxy Card or voting instruction form, if you requested and received a paper copy of the Proxy Statement. Any proxy that you give may be revoked at any time before it is exercised. You may revoke a proxy by filing with the Corporate Secretary of Northfield Bancorp, Inc., a written revocation, or a duly executed proxy bearing a later date. If you participate in the live audio webcast, you may revoke your proxy and vote on each matter brought before the meeting. However, if your shares are not registered in your name, you will need additional documentation from the record holder to vote via the live audio webcast. You do not need a voting control number to access the Annual Meeting, but you will only be able to vote your shares at the Annual Meeting by entering your CONTROL NUMBER FOUND IN THE MATERIALS YOU RECEIVED.

			By Order of the Board of Directors

Woodbridge, New Jersey			Susan Aufiero-Peters, Esq.
April 11, 2022			Senior Vice President and Corporate Secretary

	PROXY STATEMENT			1
	PROXY SUMMARY			1
	ANNUAL MEETING OF STOCKHOLDERS			2
	REVOCATION OF PROXIES			2
	VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF			3

	CORPORATE GOVERNANCE AND BOARD MATTERS			5
	Board of Directors, Leadership Structure, Role in Risk Oversight, Meetings and Standing Committees			5
	Director and Director Nominee Evaluation Process			9
	Director Nominees			11
	Directors Continuing In Office			13
	Director Compensation			17
	Transactions with Certain Related Persons			19
	Participation at Annual Meetings of Stockholders			19

No fee required.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(a)(1) and 0-11.

Fee paid previously with preliminary materials.