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) March 19, 2018

CLIFTON BANCORP INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

001-36390

46-4757900

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

1433 Van Houten Avenue, Clifton, New Jersey 07015

(Address of principal executive offices) (Zip Code)

(973) 473-2200

(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))

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

A special meeting of the stockholders of Clifton Bancorp Inc. (the “Company”) was held on March 1, 2018. The final results for each of the matters submitted to a vote of stockholders at the special meeting are as follows:

1. The proposal to approve the Agreement and Plan of Merger, dated November 1, 2017, by and among Kearny Financial Corp. and Clifton Bancorp Inc., and the transactions contemplated therein, was approved by the stockholders by the following vote:

FOR		AGAINST		ABSTAIN
15,940,057		707,186		405,728

There were no broker non-votes on the proposal.

2. The proposal to approve, on a non-binding advisory basis, the compensation that certain executive officers of the Company may receive in connection with the merger of the Company and Kearny Financial Corp. pursuant to existing agreements or arrangements with the Company was approved by the stockholders by the following vote:

FOR		AGAINST		ABSTAIN
10,300,541		6,455,424		297,006

There were no broker non-votes on the proposal.

Item 8.01

Other Events

OnThis ~~March 2,~~Current ~~2018,~~Report ~~the~~on ~~Company~~Form 8-K ~~issued~~is abeing ~~press~~filed ~~release announcing~~to disclose certain information regarding litigation related to the ~~results~~proposed oftransactions ~~its~~contemplated ~~special~~by ~~meeting~~the previously announced Agreement and Plan of ~~stockholders~~Merger, ~~held~~dated onas ~~March~~of November 1, 2017, ~~2018. A~~by ~~copy~~and ofbetween ~~the~~Clifton ~~Company’s~~Bancorp ~~press~~Inc. ~~release~~(“Clifton”) ~~dated~~and ~~March 2,~~Kearny ~~2018~~Financial isCorp. ~~attached~~(“Kearny”), pursuant to ~~this~~which ~~Report~~Clifton aswill ~~Exhibit~~merge ~~99.1~~with and isinto ~~incorporated~~Kearny ~~herein~~(the ~~by reference~~“Merger”).

~~Item~~As 9previously disclosed, on February 16, 2018, Paul Parshall, a purported stockholder of Clifton, filed a putative class action lawsuit in the United States District Court for the District of New Jersey, captioned Parshall v.01 ~~Financial~~Clifton ~~Statements~~Bancorp Inc., et al. (2:18-cv-02273-SDW-CLW), against Clifton, the members of Clifton’s Board of Directors and ~~Other~~Kearny ~~Exhibits~~on behalf of all of Clifton’s public stockholders. The relief sought in the lawsuit includes preliminary and permanent injunction against the consummation of the Merger, rescission or rescissory damages if the Merger is completed, costs and attorney’s fees.

~~(d)~~On ~~Exhibits~~March 9, 2018, Mr. Parshall filed a voluntary notice of dismissal without prejudice.

Number		Description
99.1		Joint Press Release dated March 2, 2018

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.

CLIFTON BANCORP INC.

~~CLIFTON BANCORP INC.~~

Date: March 5, 2018

/s/ Paul M. Aguggia

Date: March 14, 2018

/s/ Paul M. Aguggia

Paul M. Aguggia

Chairman, President and Chief Executive Officer

Filing Compare · Clifton Bancorp Inc.