Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 1, 2023 Lakeland Bancorp, Inc. (“Lakeland”) held a special meeting of shareholders (the “Special Meeting”)
virtually via the internet, related to the proposed combination of Provident Financial Services, Inc. (“Provident”) and Lakeland. At the close of business on December 16, 2022, the record date of the Special Meeting, there were a total of 64,809,579
shares of common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 47,057,260 shares of common stock were represented, therefore a quorum was present. At the Special Meeting, Lakeland’s shareholders voted on three
proposals, as more specifically described in the joint proxy statement/prospectus of Lakeland and Provident, dated December 21, 2022 (the “Joint Proxy Statement/Prospectus”), as supplemented by the Current Report on Form 8-K filed by Lakeland with
the Securities Exchange Commission on January 25, 2023. Set forth below are the final results of shareholder votes for all proposals.
Proposal 1 – Approval of the Merger Agreement
The proposal to approve the Agreement and Plan of Merger, dated September 26, 2022, by and among Provident Financial
Services, Inc., NL 239 Corp. and Lakeland Bancorp, Inc., was approved by the requisite majority of votes cast by shareholders at the Special Meeting, as indicated below:
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46,217,094
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720,660
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119,506
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Proposal 2 – Approval of the Merger-Related Compensation Payments
The proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may
be paid to the named executive officers of Lakeland in connection with the transactions contemplated by the Agreement and Plan of Merger, was approved by the requisite majority of votes cast by shareholders at the Special Meeting, as indicated below:
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38,066,802
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7,533,339
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1,457,119
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Proposal 3 – Adjournment Proposal
The proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if, immediately
prior to such adjournment, there are not sufficient votes to approve the Lakeland merger proposal or to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus is timely provided to holders of Lakeland common stock, was
approved by the requisite majority of votes cast by shareholders at the Special Meeting, as indicated below:
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41,494,700
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4,219,747
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1,342,813
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Although Proposal 3 was approved, the adjournment of the Special Meeting was not necessary because Lakeland’s
shareholders approved Proposal 1.
The closing of the proposed merger remains subject to regulatory approvals and certain other customary closing
conditions.