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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported)~~1934 ~~January 31, 2014~~

Date of Report (Date of earliest event reported) March 25, 2014

CLIFTON SAVINGS BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

United States

0-50358

34-1983738

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

1433 Van Houten Avenue, Clifton, New Jersey 07015

(Address of principal executive offices) (Zip Code)

(973) 473-2200

(Registrant’s telephone number, including area code)

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:

~~[ ]~~ ¨ 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))

Item 25.~~02 Results~~07 Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders

OnA ~~January~~special ~~31,~~meeting ~~2014,~~of the stockholders of Clifton Savings Bancorp, Inc. (the “Company”) ~~issued~~was aheld ~~press~~on ~~release~~March 25, ~~announcing~~2014. ~~its~~The ~~financial~~final results for ~~the~~each ~~three~~of ~~and~~the ~~nine~~matters ~~months~~submitted ~~ended~~to ~~December~~a ~~31,~~vote ~~2013. A~~of ~~copy~~stockholders ofat the ~~Company’s~~special ~~press~~meeting ~~release~~are ~~is attached~~ as ~~Exhibit~~follows: ~~99.1 and is furnished herewith.~~

The proposal to approve the amended and restated plan of conversion and reorganization, pursuant to which Clifton Savings Bank will be reorganized from the mutual holding company corporate structure into the fully public stock holding company structure, was approved by the stockholders by the following vote:


FOR	AGAINST	ABSTAIN
23,805,203	119,386	22,925

There were 29,514 broker non-votes on the proposal.

The proposal to approve a provision in Clifton Bancorp Inc.’s articles of incorporation requiring a super-majority vote to approve certain amendments to Clifton Bancorp Inc.’s articles of incorporation was approved by the following vote:


FOR	AGAINST	ABSTAIN
20,911,201	2,868,884	167,429

There were 29,514 broker non-votes on the proposal.

The proposal to approve a provision in Clifton Bancorp Inc.’s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of Clifton Bancorp Inc.’s outstanding voting stock was approved by the following vote:


FOR	AGAINST	ABSTAIN
20,818,520	2,951,251	177,743

There were 29,514 broker non-votes on the proposal.

Item 8.01

Other Events

On March 25, 2014, the Company announced that the Company’s Amended and Restated Plan of Conversion and Reorganization, pursuant to which Clifton Savings Bank will be reorganized from the mutual holding company corporate structure into the fully public stock holding company structure, was approved by the members of Clifton MHC and the stockholders of the Company at separate special meetings held on March 25, 2014.

The Company also announced that Clifton Bancorp, Inc. has received orders to purchase common stock sufficient to complete the offering being conducted in connection with the second-step conversion of Clifton Savings Bank. A total of 17,059,448 shares of common stock will be sold in the subscription offering at $10.00 per share, including 1,023,566 shares to be purchased by the Clifton Savings Bank Employee Stock Ownership Plan. The conversion and offering are expected to be completed on April 1, 2014.

A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference.

Item 9.01

Financial Statements and Other Exhibits

(d)

Exhibits

Number Description


Number		Description

99.1		Press Release dated March 25, 2014

99.1 Press Release dated January 31, 2014

SIGNATURE

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 thereunto duly authorized.

~~CLIFTON SAVINGS BANCORP, INC.~~

CLIFTON SAVINGS BANCORP, INC.

Date: February 3, 2014

/s/ Paul M. Aguggia

Date: March 28, 2014

/s/ Paul M. Aguggia

Chairman of the Board, President and Chief Executive Officer

Paul M. Aguggia

Chairman, President and Chief Executive Officer

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