Amalgamated Financial : 2024 Proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No. )

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Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[	]	Preliminary Proxy Statement
[	]	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

1. Definitive Proxy Statement

[	]	Definitive Additional Materials
[	]	Soliciting Material Pursuant to §240.14a-12

Amalgamated Financial Corp.

(Name of Registrant as Specified In Its Charter)

______________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[	]	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 21, 2024

To the Stockholders of Amalgamated Financial Corp.:

You are cordially invited to attend the annual meeting of stockholders of Amalgamated Financial Corp. to be held at 9:00 a.m., Eastern Time, on May 21, 2024. The annual meeting will be a virtual meeting. Stockholders of record can attend the meeting via the Internet at www.virtualshareholdermeeting.com/AMAL2024 by using your 16- digit control number on your proxy card and the instructions included in the enclosed proxy statement. Stockholders who hold their shares in "street name" (i.e. through a bank, broker or other nominee) must first obtain a legal proxy from their bank, broker or other nominee to participate in the virtual meeting, as more fully described on page 4 of the enclosed proxy statement. The meeting will be held for the following purposes:

1. To elect 12 directors to our Board of Directors each to serve until the annual meeting of stockholders to be held in 2025 and until that person's successor is duly elected and qualified;
2. To conduct a non-binding, advisory vote on the compensation of our Named Executive Officers;
3. To conduct a non-binding, advisory vote on the frequency of future advisory votes on the compensation of our Named Executive Officers;
4. To ratify the appointment of Crowe LLP as our independent registered public accounting firm for 2024; and
5. To transact such other business as may properly come before the annual meeting or any adjournment of the meeting.

All holders of our common stock, par value $0.01 per share, of record as of March 27, 2024 are entitled to notice of and to vote at the annual meeting. Each share of our common stock entitles the holder to one vote on all matters voted on at the meeting. The enclosed proxy statement provides you with detailed information regarding the business to be considered at the meeting. Your vote is important. We urge you to please vote your shares now whether or not you plan to virtually attend the meeting. You may revoke your proxy at any time before the proxy is voted by following the procedures described in the enclosed proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting. Our 2024 proxy statement, proxy card and 2023 Annual Report to Stockholders are available free of charge at our website, www.amalgamatedbank.com, under the "Investor Relations" tab and then under the "Financial Information" tab.

Your virtual attendance at the meeting affords you the same rights and opportunities to participate as you would have at an in-person meeting.

	By Order of the Board of Directors,
April 11, 2024	/s/ Lynne P. Fox
	Lynne P. Fox, Chair of the Board of Directors

Table of Contents
	Page
GENERAL INFORMATION AND VOTING PROCEDURES	1
PROPOSAL ONE - ELECTION OF DIRECTORS	7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	20
CORPORATE GOVERNANCE AND SOCIAL RESPONSIBILITY	23
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	42
COMPENSATION DISCUSSION AND ANALYSIS	46
PROPOSAL TWO - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION	86
PROPOSAL THREE - ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES
ON NAMED EXECUTIVE OFFICER COMPENSATION	87
PROPOSAL FOUR - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM	88
OUR 2023 ANNUAL REPORT ON FORM 10-K	90

PROXY STATEMENT FOR

THE ANNUAL MEETING OF STOCKHOLDERS

OF AMALGAMATED FINANCIAL CORP.

To be held on May 21, 2024

GENERAL INFORMATION AND VOTING PROCEDURES

The Board of Directors of Amalgamated Financial Corp., with its principal executive office located at 275 Seventh Avenue, New York, New York 10001, is furnishing this proxy statement to solicit proxies for use at our annual meeting of stockholders to be held in virtual-only format at 9:00 a.m., Eastern Time, on May 21, 2024. The purposes of the annual meeting and the matters to be acted upon are set forth in the accompanying Notice of Annual Meeting of Stockholders and this proxy statement. If the meeting is postponed or adjourned, we may also use the proxy at any later meetings for the purposes stated in the Notice of Annual Meeting and this proxy statement.

The accompanying Notice of Annual Meeting of Stockholders and this proxy statement were first mailed to our stockholders on or about April 11, 2024. In this proxy statement, "we," "us," "our," "Amalgamated Financial," or the "Company" refer to Amalgamated Financial Corp., the "Bank" refers to Amalgamated Bank, and "you" and "your" refer to each stockholder of Amalgamated Financial Corp.

What items will be voted on at the annual meeting?

Four matters are scheduled for a vote:

1. To elect 12 directors to our Board of Directors each to serve until the annual meeting of stockholders to be held in 2025 and until that person's successor is duly elected and qualified;
2. To conduct a non-binding, advisory vote on the compensation of our Named Executive Officers;
3. To conduct a non-binding, advisory vote on the frequency of future advisory votes on the compensation of our Named Executive Officers; and
4. To ratify the appointment of Crowe LLP as our independent registered public accounting firm for 2024;

As of the date of this proxy statement, we are not aware of any other matters that will be presented for consideration at the annual meeting. If, however, other matters are properly presented, the persons named as proxies will vote the shares represented by properly executed proxies in accordance with their judgment with respect to those matters, including any proposal to adjourn or postpone the annual meeting.

How do your directors recommend that stockholders vote?

The directors recommend that you vote:

1. FOR the election of the 12 director nominees to our Board of Directors each to serve until the annual meeting of stockholders to be held in 2025 and until that person's successor is duly elected and qualified;
2. FOR the non-binding, advisory approval of the compensation of our Named Executive Officers.

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1. FOR "ONE YEAR" on the non-binding, advisory vote on the frequency of future advisory votes on the compensation of our Named Executive Officers; and
2. FOR the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for 2024.

How can I attend the annual meeting?

The meeting will be conducted online in a fashion similar to an in-person meeting. We designed the format of the virtual meeting to ensure that our stockholders who attend our annual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. Our Board members and executive officers will attend the meeting and be available for questions.

Access to the Audio Webcast of the Meeting: The live audio webcast of the meeting will begin promptly at 9:00 a.m. Eastern Time. Online access to the audio webcast will open approximately 60 minutes prior to the start of the meeting to allow time for you to log in and test the computer audio system. We encourage our stockholders to access the meeting prior to the start time to allow ample time to complete the online check-in process.

Log-inInstructions if You Hold Shares in Your Own Name: To attend the virtual meeting, log in at www.virtualshareholdermeeting.com/AMAL2024. Stockholders will need their unique 16-digit control number which appears on your proxy card and the instructions included in this proxy statement.

Log-inInstructions if Your Shares are Held in Street Name through a Bank, Broker or Other Nominee: If you hold your shares in street name and you wish to virtually attend and participate in the annual meeting, you must first obtain a valid legal proxy from your bank, broker or other nominee and then register in advance to attend the annual meeting. Follow the instructions from your bank, broker or other nominee included with the proxy statement, or contact your bank, broker or other nominee to request a legal proxy form.

Requests for registration must be labeled as "Legal Proxy" and be received no later than 5:00 p.m., Eastern Time, on May 14, 2024.

Once registered, follow the "Log-inInstructions if You Hold Shares in Your Own Name" above to attend the virtual meeting.

Can I attend the annual meeting as a guest?

No. Only stockholders of record are permitted to attend the annual meeting.

How can I ask questions during the meeting?

Stockholders may submit questions in real time during the meeting at www.virtualshareholdermeeting.com/ AMAL2024 by typing their question into the "Ask a Question" field, and clicking "Submit." We intend to respond to all questions submitted during the meeting in accordance with the annual meeting's Rules of Conduct, and which are pertinent to the Company and the meeting matters, as time permits within the one hour allocated. The Rules of Conduct will be posted at the virtual meeting forum at www.virtualshareholdermeeting.com/AMAL2024. Responses to any such questions that are not addressed during the meeting will be published following the meeting on our website at www.amalgamatedbank.com under the "Investor Relations" tab. Questions and responses will be grouped by topic and substantially similar questions will be grouped and responded to once.

What can I do if I need technical assistance during the meeting?

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call 1-844-986-0822 (United States) or 1-303-562-9302 (International).

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Who is eligible to vote?

Stockholders of record of our common stock at the close of business on March 27, 2024 are entitled to be present and to vote at the annual meeting or any adjourned meeting. We anticipate that the proxy statement, proxy card, and 2023 Annual Report will first be mailed to stockholders on or about April 11, 2024.

Why am I receiving this proxy statement and proxy card?

You are receiving a proxy statement and proxy card from us because on March 27, 2024, the record date for the annual meeting, you owned shares of our common stock. This proxy statement describes the matters that will be presented for consideration by the stockholders at the annual meeting. It also gives you information concerning these matters to assist you in making an informed decision.

When you sign the enclosed proxy card, you appoint the proxy holder as your representative at the meeting. The proxy holder will vote your shares as you have instructed in the proxy card, ensuring that your shares will be voted whether or not you virtually attend the meeting. Even if you plan to virtually attend the annual meeting, complete, sign and return your proxy card in advance of the annual meeting in case your plans change.

What are the rules for voting and how do I vote?

As of the record date, we had 30,500,218 shares of common stock outstanding and entitled to vote at the annual meeting. Each share of our common stock entitles the holder to one vote on all matters voted on at the meeting. All of the shares of our common stock vote as a single class.

If you hold shares in your own name, you may vote by selecting any of the following options:

• By Internet: Go to www.voteproxy.com and follow the on-screen instructions.
• By Mail: Complete the enclosed proxy card, date and sign it, and return it in the postage-paid envelope provided.
• Vote via the Internet During the Meeting: You may choose to vote electronically via the Internet at www.virtualshareholdermeeting.com/AMAL2024 during the virtual meeting. Stockholders will need their unique 16-digit control number which appears on the proxy card and the instructions included in this proxy statement.

If you hold your shares in street name, your brokerage firm may vote your shares under certain circumstances. Brokerage firms have authority under stock exchange rules to vote their customers' unvoted shares on certain "routine" matters. We expect that brokers will be allowed to exercise discretionary authority for beneficial owners who have not provided voting instructions ONLY with respect to Proposal Four-the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for 2024 but not with respect to any of the other proposals to be voted on at the annual meeting. If you hold your shares in street name, please provide voting instructions to your bank, broker or other nominee so that your shares may be voted on all other proposals.

If your shares are held in the name of a bank, broker or other holder of record, you are considered the beneficial owner of shares held in "street name," and you will receive instructions from such holder of record that you must follow for your shares to be voted. Please follow their instructions carefully.

If you hold your shares in street name and you wish to virtually vote via the Internet during the annual meeting, you must first obtain a valid legal proxy from your bank, broker or other nominee and then register in advance to attend the annual meeting. Follow the instructions under "How can I attend the annual meeting?"

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Shares represented by signed proxies will be voted as instructed. If you sign the proxy but do not mark your vote, your shares will be voted as the directors have recommended. Voting results will be tabulated and certified by Broadridge.

As of the date of this proxy statement, we are not aware of any other matters to be presented or considered at the meeting, but your shares will be voted at the discretion of the proxies appointed by the Board of Directors on any of the following matters:

• any matter about which we did not receive written notice a reasonable time before we mailed these proxy materials to our stockholders; and
• matters incident to the conduct of the meeting.

What constitutes a quorum?

We will have a quorum and will be able to conduct the business of the annual meeting if the holders of a majority of our issued and outstanding shares entitled to vote are present in person or by proxy at the annual meeting. In determining whether we have a quorum at the annual meeting for purposes of all matters to be voted on, all votes and all abstentions will be counted. When a brokerage firm votes its customers' unvoted shares on routine matters, these shares are counted for purposes of establishing a quorum to conduct business at the meeting. If a brokerage firm indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular matter, then those shares will be treated as "broker non-votes." Shares represented by broker non-votes will be counted in determining whether there is a quorum.

How are votes counted?

• Stockholder voting generally. Each share of our common stock entitles the holder to one vote on all matters voted on at the annual meeting.
• Proposal One: Election of Directors. Our directors will be elected by a majority of the votes cast by the holders of shares of our common stock entitled to vote at the annual meeting. A majority of the votes cast means that the number of shares voted "for" a nominee must exceed the votes cast "against" such nominee's election. There is no cumulative voting with respect to the election of directors.
• Proposal Two: Approval on a Non-BindingAdvisory Basis of the Compensation of Our Named Executive Officers. Approval, on a non-binding advisory basis, of the compensation of our Named Executive Officers requires the affirmative vote of a majority of shares present in person or represented by proxy at the meeting and entitled to vote at the annual meeting.
• Proposal Three: Approval on a Non-BindingAdvisory Basis of the Frequency on Future Advisory Votes on the Compensation of Our Named Executive Officers. Approval, on a non-binding advisory basis, of the frequency of future advisory vote requires the affirmative vote of a majority of shares present in person or represented by proxy at the meeting and entitled to vote at the annual meeting. If none of the three options (ONE YEAR, TWO YEARS, or THREE YEARS) receives the affirmative vote of a majority of shares present in person or represented by proxy at the meeting and entitled to vote at the annual meeting, the Board will consider the option that receives a plurality of the votes cast as the recommendation of the stockholders.

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• Proposal Four: Ratification of the Appointment of Crowe LLP. Ratification of the appointment of Crowe LLP as our independent registered public accounting firm for 2024 requires the affirmative vote of a majority of shares present in person or represented by proxy at the meeting and entitled to vote at the annual meeting.

How are abstentions and broker non-votes treated?

With respect to each proposal except for Proposal Three, you may vote "FOR" or "AGAINST" the proposals. With respect to Proposal Three, you may vote "ONE YEAR," "TWO YEARS" or "THREE YEARS." You may "ABSTAIN" from voting on the proposals.

Proposal One: Election of Directors. Broker non-votes and abstentions will have no effect on determining whether the affirmative vote constitutes a majority of the votes cast with respect to Proposal One.

Proposal Two: Approval on a Non-BindingAdvisory Basis of the Compensation of Our Named Executive Officers. Abstentions will have the same effect as a vote AGAINST Proposal Two. Broker non-votes will have no effect on determining whether the affirmative vote constitutes a majority of shares present in person or represented by proxy at the meeting and entitled to vote with respect to Proposal Two.

Proposal Three: Approval on a Non-BindingAdvisory Basis of the Frequency on Future Advisory Votes on the Compensation of Our Named Executive Officers. For purposes of determining whether any option receives a majority vote, abstentions will have the effect of a vote against the proposal. Broker non-votes will have no effect on the vote. In the event that no option receives a majority vote, for purposes of determining which option receives a plurality of the votes cast, broker non-votes and abstentions will have no effect on the vote.

Proposal Four: Ratification of the Appointment of Crowe LLP. Abstentions will have the same effect as a vote AGAINST Proposal Four. A broker or other nominee may generally vote on this proposal and therefore no broker non-votes are expected in connection with Proposal Four.

How can I revoke my proxy?

If you are a stockholder of record (i.e., you hold your shares directly instead of through a brokerage account) and you change your mind after you return your proxy, you may revoke it and change your vote at any time before the polls close at the meeting. You may do this by:

• signing, dating and returning another proxy with a later date;
• submitting a proxy via the Internet with a later date; or
• attending the meeting and voting via the Internet during the live audio webcast of the meeting.

If you hold your shares in a street name, you must contact your bank, broker or other nominee to revoke your proxy.

How will we solicit proxies, and who will pay for the cost of the solicitation?

We will pay for the cost of this proxy solicitation. We do not intend to solicit proxies otherwise than by use of the mail or website posting, but certain of our directors, officers and other employees, without additional compensation, may solicit proxies personally or by telephone, facsimile or email on our behalf.

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Who will count the vote?

At the meeting, the voting results will be tabulated and certified by American Stock Transfer & Trust Company LLC. It is expected that a representative of Broadridge Financial Solutions, an independent inspector of election, will sign an oath to faithfully execute with impartiality the duties of inspector, which will include determining the number of shares outstanding and the voting power of each, the shares represented at the meeting, the presence of a quorum and the validity and effect of the proxies.

What happens if the meeting is postponed or adjourned?

Your proxy will remain valid and may be voted at the postponed or adjourned annual meeting. You will still be able to change or revoke your proxy until it is voted.

How can a stockholder propose business to be brought before next year's annual meeting?

Any stockholder desiring to include a proposal pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the "Exchange Act") in our 2025 proxy statement for action at our 2025 annual meeting must deliver the proposal to our executive offices no later than December 12, 2024. Only proper proposals that are timely received and in compliance with Rule 14a-8 will be included in our 2025 proxy statement.

Under our Bylaws, stockholder proposals not intended for inclusion in our 2025 annual meeting proxy statement pursuant to Rule 14a-8 but intended to be raised at our 2025 annual meeting, including nominations for election of directors other than the Board of Directors' nominees, must be received no earlier than 120 days and no later than 90 days prior to the first anniversary of the 2024 annual meeting and must comply with the procedural, informational and other requirements outlined in our bylaws. To be timely for the 2025 annual meeting, a stockholder proposal or director nomination must be delivered to the Secretary of the Company, at 275 Seventh Avenue, New York, New York 10001, no earlier than January 21, 2025 and no later than February 20, 2025.

To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets forth the information required by Rule 14a-19(b) under the Exchange Act no earlier than January 21, 2025 and no later than February 20, 2025.

For a complete description of the procedures and disclosure requirements to be complied with by stockholders in connection with submitting stockholder proposals, stockholders should refer to our bylaws.

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PROPOSAL ONE

ELECTION OF DIRECTORS

Nominees for Election as Directors

Our bylaws provide for a Board of Directors consisting of not fewer than seven nor more than 21 individuals with the exact number to be fixed by the Board of Directors. Our Board of Directors has fixed the number of directors constituting the entire board at 12, following the 2024 annual meeting. In accordance with our tenure policy outlined in our Corporate Governance Guidelines, Mr. John McDonagh will not stand for re-election, and he will retire from the Board of Directors after the 2024 annual meeting.

Under an agreement with Workers United and numerous joint boards, locals or similar organizations authorized under the constitution of Workers United (the "Workers United Related Parties"), the Workers United Related Parties have the right to designate nominees to our Board of Directors. For further detail on these director nomination rights, see "Certain Relationships and Related Party Transactions."

The Workers United Related Parties have designated Maryann Bruce, Lynne P. Fox, Julie Kelly, Meredith Miller and Edgar Romney Sr. to serve on our Board of Directors.

Biographical Information

If elected, all nominees will serve for a term commencing on the date of the annual meeting and continuing until the 2025 annual meeting of stockholders and until each person's successor is duly elected and qualified. Each nominee has consented to being named as a nominee and agreed to serve if elected. If any named nominee is unable to serve, then the proxies may vote for a substitute. Information about each of the director nominees is provided below. Each director is currently serving as a director of the Company. On November 13, 2023, the Board of Directors appointed two new independent directors, Dr. Julieta Ross and Mr. Scott Stoll. They were each recommended by a third party search firm.

Lynne P. Fox

Age 66

Chair of the Board

Director Since February 2000

Lynne P. Fox has served as Chair of our Board of Directors since May 2016, and has been a member of our Board of Directors since February 2000. Ms. Fox is an attorney and is the elected President and Chair of the General Executive Board of Workers United, a position she has held since May 2016. Prior to that, she served as an Executive Vice President of Workers United from March 2009 to May 2016. She is also the elected Manager of the Philadelphia Joint Board of Workers United (and its predecessor labor organizations), a position she has held since December 1999. She is a Vice President of the Service Employees International Union. She is responsible for overseeing a $5 million budget, strategic planning, and for representing approximately 75,000 members in the U.S. and Canada. She has

served as chief labor negotiator for innumerable collective bargaining agreements that, among other things, provide for health and pension benefits, and has responsibility for oversight of the investigation and processing of labor grievances. Ms. Fox brings to the Board an intimate understanding of the Bank's business, organization, and mission, as well as substantial leadership ability, board and management experience, all of which qualify her to serve on our Board of Directors.

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