amal-20250528

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