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NORTHFIELD BANCORP, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 2, 2014

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers



On May 28, 2014, stockholders of Northfield Bancorp, Inc. (the "Registrant") approved the Registrant's 2014 Equity Incentive Plan (the "Equity Incentive Plan"). A description of the Equity Incentive Plan is included in "Proposal II -- Approval of the Northfield Bancorp, Inc. 2014 Equity Incentive Plan" of the Registrant's Definitive Proxy Statement for its May 28, 2014 Annual Meeting, as filed with the Securities and Exchange Commission (the "SEC") on April 25, 2014, and is incorporated herein by reference.

On May 28, 2014, stockholders of the Registrant approved the Northfield Bancorp, Inc. Management Cash Incentive Plan (the "Cash Incentive Plan"). A description of the Cash Incentive Plan is included in "Proposal III -- Approval of the Northfield Bancorp, Inc. Management Cash Incentive Plan" of the Registrant's Definitive Proxy Statement for its May 28, 2014 Annual Meeting, as filed with the Securities and Exchange Commission (the "SEC") on April 25, 2014, and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

The 2014 Annual Meeting of Stockholders was held on May 28, 2014 (the "Annual Meeting"). The matters considered and voted on by the Company's stockholders at the Annual Meeting and the votes of stockholders were as follows: Matter 1. The election of three directors, each for a three-year term and one director for a two-year term.

NAME FOR WITHHELD BROKER NON-VOTES Three-year term: John W. Alexander 35,957,583 565,469 10,129,824 Annette Catino 35,672,183 850,869 10,129,824 John P. Connors, Jr. 32,665,323 3,857,729 10,129,824 Two-year term: Steven M. Klein 35,105,031 1,418,021 10,129,824 Matter 2. The approval of the Northfield Bancorp, Inc. 2014 Equity Incentive Plan. FOR AGAINST ABSTAIN BROKER NON-VOTES 28,634,687 7,637,869 250,496 10,129,824 Matter 3. The approval of the Northfield Bancorp, Inc. Management Cash Incentive Plan. FOR AGAINST ABSTAIN BROKER NON-VOTES 34,456,354 1,856,677 210,021 10,129,824



Matter 4. The ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2014.

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FOR AGAINST ABSTAIN BROKER NON-VOTES 46,126,231 378,150 148,495 -



Matter 5. An advisory (non-binding) resolution to approve the executive compensation described in the Proxy Statement.

FOR AGAINST ABSTAIN BROKER NON-VOTES 34,604,712 1,670,616 247,724 10,129,824

Item 9.01. Financial Statements and Exhibits.

None Exhibit No. Description 10 Northfield Bancorp, Inc. 2014 Equity Incentive Plan (incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement for the 2014 Annual Meeting of Stockholders (File No. 1-35791), as filed with the SEC on April 25, 2014). Northfield Bancorp, Inc. Management Cash Incentive Plan (incorporated by reference to Appendix B of the Registrant's Definitive Proxy Statement for the 2014 Annual Meeting of Stockholders (File No. 1-35791), as filed with the SEC on April 25, 2014).



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