UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(dD)of ~~the Securities Exchange Act of 1934~~OF

~~Date~~THE ofSECURITIES ~~Report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported): October 24, 2019~~1934

~~_______________________________~~Date of Report (Date of earliest event reported): November 14, 2019

~~Oritani~~ORITANI ~~Financial~~FINANCIAL ~~Corp~~CORP.

(Exact name of ~~registrant~~Registrant as specified in its charter)

_______________________________

Delaware		001-34786		30-0628335
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

Delaware	001-34786	30-0628335
370 PASCACK ROAD, TOWNSHIP OF WASHINGTON, New Jersey		07676
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(Address of Principal Executive Offices)		(Zip Code)

~~370~~Registrant’s ~~Pascack~~telephone ~~Road~~number, including area code: (201) 664-5400

Township of Washington, New Jersey 07676

(Address of Principal Executive Offices) (Zip Code)

(201) 664-5400

(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 ORIT ~~Nasdaq~~NASDAQ Global Market

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 25.~~02.~~07 Submission ~~Results~~ of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On ~~October~~November 2414, 2019, Oritani Financial Corp (the ~~Registrant~~“Company”) ~~issued~~held a ~~press~~Special ~~release~~Meeting of Shareholders (the “Meeting”). Of the 45,100,052 shares aof ~~copy~~the Company’s common stock outstanding at the close of ~~which~~business ison ~~attached~~September ~~hereto~~16, as2019, ~~Exhibit~~the ~~99.1~~record ~~and~~date isfor ~~incorporated~~the ~~herein~~Meeting, 37,456,862 shares were present or represented by ~~reference~~proxy at the Meeting, constituting a quorum to conduct business.

~~Item~~The ~~9.01.~~voting ~~Financial~~from ~~Statements~~the ~~and~~Meeting ~~Exhibits.~~as to the proposals presented to shareholders was as follows:

~~Exhibit~~Proposal ~~99.~~1. ~~Press~~– ~~release~~Approval ~~dated~~of ~~October~~the ~~24,~~Merger ~~2019~~Agreement

~~Exhibit~~The ~~104.~~shareholders ~~Cover~~approved ~~Page~~and ~~Interactive~~adopted ~~Data~~the ~~File~~Agreement ~~(embedded~~and ~~within~~Plan of Merger, dated as of June 25, 2019, between Valley National Bancorp and the ~~Inline~~Company, ~~XBRL~~pursuant ~~document)~~to which the Company will merge with and into Valley National Bancorp. The vote on Proposal 1 was as follows:

SIGNATURE

For	34,857,335
Against	2,356,582
Abstain	242,945
Broker non-votes	―

~~Pursuant~~Proposal to2 ~~the~~– ~~requirements~~Approval of ~~the Securities Exchange Act of 1934~~Non-binding, ~~the~~Advisory ~~registrant~~Resolution ~~has~~to ~~duly~~Approve ~~caused~~Certain ~~this~~Compensation ~~report~~Payable to beNamed ~~signed~~Executive ~~on its behalf by the undersigned hereunto duly authorized.~~Officers

	Oritani Financial Corp
Date: October 24, 2019	By:	/s/ John M. Fields, Jr.
		John M. Fields, Jr.
		Executive Vice President and Chief Financial Officer (Duly Authorized Representative)

The shareholders did not approve, on a non-binding advisory basis, the compensation that will or may become payable to the named executive officers of the Company based on or related to the merger. The vote on Proposal 2 was as follows:

For	16,674,889
Against	20,323,822
Abstain	458,151
Broker non-votes	―

Proposal 3 – Approval of Adjournment or Postponement of the Meeting

The proposal to adjourn or postpone the Meeting to a later date, if necessary, to solicit additional proxies in favor of approval of the merger agreement or to vote on other matters properly before the Meeting was not considered by shareholders based on the approval of Proposal 1 at the Meeting.

Item 9.01 Financial Statements and Exhibits

(a)	Financial Statements of Businesses Acquired. Not applicable.

(b)	Pro Forma Financial Information. Not applicable.

(c)	Shell Company Transactions. Not applicable.

(d)

Exhibits.

Exhibit No. Description

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

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.

		ORITANI FINANCIAL CORP.
Date: November 14, 2019	By:	/s/ Kevin J. Lynch
		Kevin J. Lynch
		President and Chief Executive Officer

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