Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 28, 2020, MSB Financial Corp. (the "Company") held a special meeting of stockholders at which the following items were voted on.





    (1)  Approval of the merger agreement, dated as of December 18, 2019, by and
         between Kearny Financial Corp. and MSB Financial Corp. and the merger,
         pursuant to which MSB will merge with and into Kearny.




                      For      Against   Abstain   Broker Non-Votes
                   3,670,956   170,531   16,248           -




    (2)  Approval, on a non-binding advisory basis, of the compensation that may
         become payable to the named executive officers of the Company in
         connection with the merger.




                     For       Against    Abstain   Broker Non-Votes
                  2,558,831   1,268,474   30,430           -

Item 8.01. Other Events.

On May 28, 2020, the Company and Kearny Financial Corp. ("Kearny") jointly announced that the parties have received all the shareholder and regulatory approvals or waivers necessary to complete the merger of the Company into Kearny. The merger is expected to be completed early in the third calendar quarter of 2020. A copy of the joint press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the merger between Kearny and MSB, including anticipated future results, cost savings and accretion to reported earnings that may be realized from the merger; (ii) Kearny and MSB's plans, objectives, expectations and intentions and other statements contained in this presentation that are not historical facts; and (iii) other statements identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" or words of similar meaning. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

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Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. The following factors, among others, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements: the businesses of Kearny and MSB may not be combined successfully, or such combination may take longer than expected; the cost savings from the merger may not be fully realized or may take longer than expected to be realized; operating costs, customer loss and business disruption following the merger may be greater than expected; the interest rate environment may further compress margins and adversely affect new interest income; the risks associated with continued diversification of assets and adverse changes to credit quality; and difficulties associated with achieving expected future financial results. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Kearny's and MSB's reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the "SEC") and available at the SEC's Internet website (www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Kearny or MSB or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, Kearny and MSB do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.

Item 9.01 Financial Statements and Exhibits.





              Exhibit
              Number    Description

              99.1        Joint Press Release dated May 28, 2020




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