Columbia Financial (CLBK) Proxy filing summary

Executive summary

• Columbia Financial is converting from a mutual holding company to a fully public stock holding company, facilitating the acquisition of Northfield Bancorp and enhancing capital flexibility, dividend capacity, and growth potential.

• The conversion includes a public offering of up to 192,625,000 shares at $10.00 per share, with a minimum sale of 142,375,000 shares required to complete the offering.

• Upon completion, Northfield Bancorp will merge into Columbia Financial, Inc., and Northfield Bank will merge into Columbia Bank, expanding the combined institution's footprint and market presence.

• The transaction is expected to close in the third quarter of 2026, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Columbia Financial stockholders will vote on the conversion, merger agreement, super-majority and 10% beneficial owner provisions, director elections, auditor ratification, say-on-pay, say-on-pay frequency, and potential adjournment.

• Northfield Bancorp stockholders will vote on the merger agreement, merger-related executive compensation, and potential adjournment.

• Both boards unanimously recommend voting in favor of all proposals.

Board of directors and corporate governance

• Post-merger, Columbia Financial, Inc.'s board will expand to 13 members, including four Northfield Bancorp directors, with Steven M. Klein joining as Senior Executive Vice President and COO.

• The board is declassifying over six years, moving to annual director elections by 2032.

• Committees include Audit, Compensation, Nominating/Corporate Governance, Risk, Operations/Strategic Planning, and Technology, with all key committees composed of independent directors.