Blue Foundry Bancorp (NASDAQ:BLFY) shareholders voted to approve the company’s merger agreement with Fulton Financial Corporation at a virtual special meeting, according to the official vote count reported during the event. Shareholders also approved a separate proposal authorizing an adjournment of the meeting if needed to solicit additional proxies or to ensure timely delivery of any supplement or amendment to the proxy materials.
Virtual special meeting details
The meeting was opened by Kenneth Grimbilas, chair of Blue Foundry Bancorp, who welcomed shareholders and introduced Elyse Beidner as secretary of the special meeting. Grimbilas also introduced other directors participating in the meeting: J. Christopher Ely, Robert T. Goldstein, Elizabeth Jobes, Patrick H. Kinzler, John F. Kuntz, Mirella Lang, Jonathan M. Shaw, and James D. Nesci.
Record date, quorum, and inspector of election
Nesci said the board appointed Jim Raitt of American Election Services, LLC, to act as the inspector of election, responsible for counting and examining votes. The inspector’s report was to be attached to the meeting minutes.
According to Nesci, shareholders entitled to vote were determined as of the close of business on December 18, 2025, which served as the record date. The company reported 20,761,225 shares of common stock issued, outstanding, and entitled to vote at the special meeting, with 10,380,613 shares representing a majority.
Management stated that notice of the special meeting and a proxy card were mailed beginning December 30, 2025, to shareholders of record as of the record date. The secretary informed the meeting that more than a majority of outstanding shares entitled to vote were present virtually or represented by proxy. On that basis, a quorum was declared, subject to confirmation by the inspector, which was later affirmed in the inspector’s report.
Proposals presented to shareholders
The special meeting included two proposals, presented in the order listed in the meeting notice. The board recommended shareholders vote in favor of each.
- Merger proposal: A proposal to approve and adopt the Agreement and Plan of Merger dated November 24, 2025, by and between Fulton Financial Corporation and Blue Foundry Bancorp.
- Adjournment proposal: A proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there were not sufficient votes to approve the merger proposal at the time of the meeting, or to ensure that any supplement or amendment to the proxy statement was provided to shareholders in a timely manner.
Nesci opened the polls and explained that proxies could be tallied at one time even though each proxy covered both proposals, and that online voting by shareholders attending virtually could be handled the same way.
Questions and voting results
After the proposals were presented, the meeting was opened to questions related to the matters being voted on. No questions were submitted through the meeting site, management said.
Shareholders were then directed to vote online if they had not already done so or if they wished to change their vote. Once voting closed, the inspector completed the count and the secretary reported the results.
Based on the inspector of election’s report:
- The merger agreement proposal received the affirmative vote of a majority of the outstanding shares of Blue Foundry common stock entitled to vote.
- The adjournment proposal received the affirmative vote of a majority of the votes cast at the special meeting.
Accordingly, the company announced that both proposals were approved and that a quorum had been present for all purposes during the meeting.
About Blue Foundry Bancorp (NASDAQ:BLFY)
Blue Foundry Bancorp, Inc (NASDAQ: BLFY) is a bank holding company headquartered in Paramus, New Jersey, serving the Greater New York metropolitan area. Through its wholly owned subsidiary, Blue Foundry Bank, the company offers a full suite of deposit products, including personal and business checking and savings accounts, certificates of deposit, and a robust online and mobile banking platform.
In addition to deposit accounts, Blue Foundry Bancorp provides a range of lending solutions designed for both individual and commercial clients.
