Current Report Filing (8-k)
23 December 2021 - 8:35AM
Edgar (US Regulatory)
0001723596
false
0001723596
2021-12-15
2021-12-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 15, 2021
COLUMBIA
FINANCIAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
|
|
001-38456
|
|
22-3504946
|
(State or other jurisdiction of
|
|
(Commission
|
|
(IRS Employer
|
incorporation or organization)
|
|
File Number)
|
|
Identification No.)
|
19-01 Route 208 North, Fair Lawn, New Jersey 07410
(Address of principal executive offices) (Zip Code)
(800) 522-4167
(Registrant’s telephone number, including
area code)
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:
¨ 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, $0.01 par value per share
|
CLBK
|
The Nasdaq Stock Market LLC
|
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. ¨
On
December 10, 2021 a Stipulation and Agreement of Compromise, Settlement and Release (the “Settlement Agreement”) was
filed in relation to a lawsuit involving Columbia Financial, Inc. (the “Company”) and certain of its current and former
directors pending in the Court of Chancery of the State of Delaware entitled Pascal v. Czerwinski, et. al., C.A. No. 2020-0320-SG
(the “Settlement”). The Settlement resolves a lawsuit (the “Litigation”) challenging the equity compensation
granted on or about July 23, 2019 to persons who were then-directors of the Company (the “Defendants”) (collectively,
“2019 Equity Grants”). The Litigation alleged, derivatively on behalf of current holders of stock of the Company, that the
granting of the 2019 Equity Grants violated the directors’ fiduciary duties and sought, among other things, cancellation of the
2019 Equity Grants made to the Defendants. The Litigation further asserted class claims brought on behalf of stockholders of the Company
on April 12, 2019 and their successors and assigns (the “Class”) alleging that the proxy statement disseminated to obtain
stockholder approval of the Company’s 2019 Equity Incentive Plan was false and misleading, and that the stockholders’ approval
of that plan was therefore legally invalid. The clams challenging the disclosures in the proxy statement were dismissed, subject to a
right of appeal.
Without
admitting the validity of any of the claims asserted in the Litigation, or any liability with respect thereto, and expressly denying
all allegations of wrongdoing, fault, liability, or damage against the Company and the Defendants arising out of any of the conduct,
statements, acts or omissions alleged, or that could have been alleged, in the Litigation, the Company and the Defendants have concluded
that it is desirable that the claims be settled on the terms and subject to the conditions set forth in the Settlement Agreement. The
Company and the Defendants are entering into the Settlement Agreement for settlement purposes only and solely to avoid the costs, risks,
distraction, and uncertainties of continued litigation. Pursuant to the Settlement, and subject to final approval of the Settlement by
the Delaware Court of Chancery, and in exchange for a release of all claims by the plaintiffs and a dismissal of the Litigation with
prejudice, the Company has agreed to submit the 2019 Equity Grants to a binding vote of its stockholders at a stockholder meeting to
be held in 2022 at a date to be determined that is within four months from the date of final approval of the Settlement by the Delaware
Court of Chancery.
On
December 15, 2021, the Delaware Court of Chancery entered an order preliminarily certifying the Class for purposes of the Settlement
and providing for notice to stockholders of the final certification of the Class and of Settlement. The Court will consider whether
to enter an order providing for final certification of the Class and approval of the Settlement at a hearing currently scheduled
for February 7, 2022, at 11:30 a.m. The Company respectfully refers you to full copies of (a) the Settlement Agreement;
(b) the Notice of Pendency of Derivative Action, Proposed Settlement, and Settlement Hearing; and (c) the Court’s Order
Approving Notice of Settlement and Scheduling Settlement Approval Hearing and (d) the proposed Final Order and Judgment that the
Court will be asked to enter if the Settlement is approved.. These documents are attached as exhibits to this Form 8-K, incorporated
by reference herein, and are available on the Company’s website at https://ir.columbiabankonline.com/news/default.aspx.
Information contained in or accessible through the Company’s website does not constitute part of, and is not incorporated into,
this Current Report on Form 8-K.
The
Company does not expect the Settlement and related matters, including any future award of attorney’s fees to the Plaintiff’s
counsel, to have a material impact on its financial condition or results of operations.
Forward-Looking Statements
This Form 8-K contains
forward-looking statements made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of
1995. Investors are cautioned that statements in this Form 8-K regarding: (i) the Stipulation, (ii) the impact of such
settlement, including related activities, approvals and payments, and (iii) other statements that are not historical facts, constitute
forward-looking statements. All forward-looking statements, including the forward-looking statements in this Form 8-K, involve risks
and uncertainties that could cause the Company’s actual results to differ materially from the anticipated results and expectations
expressed in these forward-looking statements. These statements are based on current expectations, forecasts and assumptions, and actual
outcomes and results could differ materially from these statements due to a number of factors, which include, but are not limited to,
the risk factors disclosed in the periodic and current reports filed by the Company with the Securities and Exchange Commission from time
to time, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation
to update these forward-looking statements, except as required by law.
Item 9.01
|
Financial Statements and Exhibits
|
(d) Exhibits
SIGNATURE
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 thereunto duly authorized.
Date: December 17, 2021
|
By:
|
/s/ Dennis E. Gibney
|
|
Dennis E. Gibney
|
|
Executive Vice President and
|
|
Chief Financial Officer
|
Columbia Financial (NASDAQ:CLBK)
Historical Stock Chart
From Aug 2024 to Sep 2024
Columbia Financial (NASDAQ:CLBK)
Historical Stock Chart
From Sep 2023 to Sep 2024