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UNITED STATES
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): May 21, 2025
Amalgamated Financial Corp.
(Exact name of registrant as specified in its charter)
Delaware
001-40136
85-2757101
(State or other jurisdiction
of incorporation)
(Commission File Number) (I.R.S. Employer Identification
No.)
275 Seventh Avenue, New York, New York 10001
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 895-8988
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 (see General Instruction A.2. below):
☐ 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, par value $0.01 per share AMAL The 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 (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.

On May 21, 2025, Amalgamated Financial Corp. (the "Company") held its Annual Meeting of Stockholders (the “Annual Meeting”). At the close of business of March 26, 2025, the record date of the Annual Meeting, an aggregate of 30,687,354 shares of the Company’s common stock were issued and outstanding.

At the Annual Meeting, of the 30,687,354 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting, there were present, in person or by proxy, 27,995,621 shares, representing approximately 91.22% of the total outstanding shares. At the Annual Meeting, the stockholders voted on three proposals, as described in greater detail in the Definitive Proxy Statement and cast their votes as described below.

1.At the Meeting, the vote to elect 11 directors to serve until the 2026 Annual Meeting and until their successors are duly elected and qualified. was as follows:

                           FOR AGAINST ABSTAIN BROKER NON-VOTE
Lynne P. Fox 25,917,049 697,268 13,350 1,367,954
Priscilla Sims Brown 26,373,095 241,692 12,880 1,367,954
Maryann Bruce 26,273,195 341,692 12,780 1,367,954
Mark A. Finser 26,544,333 69,784 13,550 1,367,954
Darrell Jackson 26,469,211 145,242 13,214 1,367,954
Julie Kelly 25,985,800 628,587 13,280 1,367,954
JoAnn S. Lilek 26,580,510 33,907 13,250 1,367,954
Meredith Miller 26,237,638 376,779 13,250 1,367,954
Edgar Romney Sr. 25,920,212 694,265 13,190 1,367,954
Julieta Ross 26,548,861 66,024 12,782 1,367,954
Scott Stoll 26,560,493 53,590 13,584 1,367,954

2.At the Meeting, the vote to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement pursuant to Item 402 of Regulation S-K (the "say-on-pay" vote), was as follows:

FOR AGAINST ABSTAIN BROKER
NON-VOTE
26,163,265 444,873 19,529 1,367,954

3.At the Meeting, the vote to ratify Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, was as follows:

FOR AGAINST ABSTAIN
27,685,113 304,265 6,243

Item 9.01    Financial Statements and Exhibits

(d) Exhibits The following exhibit index lists the exhibits that are either filed or furnished with this Current Report on Form 8-K:
EXHIBIT INDEX




Exhibit No.
Description
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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.

AMALGAMATED FINANCIAL CORP.
By:    
/s/ Priscilla Sims Brown
Name:    
Priscilla Sims Brown
Title:    
Chief Executive Officer
Date 5/28/2025

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