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Northfield Bancorp, Inc. Proxy Solicitation & Information Statement 2017

May 2, 2017

32835_rns_2017-05-02_53b4e43e-416b-4aef-9ce0-b9d1d48d8048.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 nfbk-defa14a_052417.htm ADDITIONAL MATERIAL

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A INFORMATION

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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.

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(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(a)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

N/A

(2) Aggregate number of securities to which transactions applies:

N/A

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

N/A

(4) Proposed maximum aggregate value of transactions:

N/A

(5) Total fee paid:

N/A

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

N/A

(2) Form, Schedule or Registration Statement No.:

N/A

(3) Filing Party:

N/A

(4) Date Filed:

N/A

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***** Exercise Your Right to Vote *****

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 24, 2017.

| Meeting Information — Meeting Type: For holders as of: | Annual Meeting March 30, 2017 | | --- | --- | | Date: May 24, 2017 Time: 10:00 AM EDT | | | Location: | Hilton Garden Inn 1100 South Avenue Staten Island, NY 10314 | | You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. | | | See the reverse side of this notice to obtain proxy materials and voting instructions. | |

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Before You Vote

How to Access the Proxy Materials

| Proxy Materials Available

to VIEW or RECEIVE: — NOTICE AND PROXY STATEMENT ANNUAL REPORT
How
to View Online: Have
the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.
How
to Request and Receive a PAPER or E-MAIL Copy: If
you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting
a copy. Please choose one of the following methods to make your request:
1) BY INTERNET : www.proxyvote.com
2) BY
TELEPHONE : 1-800-579-1639
3) BY
E-MAIL* : [email protected]
*
If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the
arrow (located
on the following page) in the subject line.
Requests, instructions and other inquiries sent to this
e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 10,
2017 to facilitate timely delivery.

How To Vote

Please Choose One of the Following Voting Methods

| Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “ legal proxy. ” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity

holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.
V ote
By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available
and follow the instructions.
Vot e
By Mail: You can vote by mail by requesting
a paper copy of the materials, which will include a voting instruction form.

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| Voting

Items
The Board of Directors recommends you vote FOR the following:
I. Election
of Directors
Nominees:
01) John W. Alexander
02) Annette Catino
03) John P. Connors, Jr.

| The Board of Directors recommends

you vote FOR the following proposals:
II. The ratification of the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2017.
III. An advisory (non-binding) resolution to approve the executive compensation described in the Proxy Statement.
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

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Voting Instructions

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