24 unchanged sentences
OTHER INFORMATION.
+Added: Amendment and Restatement of the Bylaws of Carver Bancorp, Inc.
+Added: Effective June 27, 2023, the Company’s Board of Directors approved and adopted an amendment and restatement of the Second Amended and Restated Bylaws of Carver Bancorp, Inc.
+Added: (as so amended and restated, the “Bylaws”).
+Added: The Company's Board of Directors approved the Bylaws as part of its periodic review of the Company’s corporate governance.
+Added: Among other matters, the Bylaws make certain updates to the Company’s director qualifications, including, providing that (A) no person will be eligible for election or appointment to the Board of Directors:
+Added: (i) if a financial or securities regulatory agency or a financial or securities self-regulatory agency, has, within the past ten years, issued a cease and desist, consent or other formal order against such person, which order is subject to public disclosure by such agency, including but not limited to an order related to the settlement of charges;
+Added: (ii) if such person has been convicted of a crime involving dishonesty or breach of trust which is punishable by imprisonment for a term exceeding one year under state or federal law;
+Added: or (iii) if such person is currently charged in any information, indictment, or other complaint with the commission of or participation in such a crime, (B) no person may serve on the Board of Directors if such person is:
+Added: (u) at the same time, a director, officer, employee or 10% or more stockholder of a bank, savings institution, credit union, mortgage banking company, consumer loan company or similar organization, other than a subsidiary of the Company, that engages in financial services related business activities or solicits customers, whether through a physical presence or electronically, in the same market area as the Company or any of its subsidiaries;
+Added: (v) does not agree in writing to comply with all of the Company’s policies applicable to directors including but not limited to its confidentiality policy and confirm in writing his or her qualifications hereunder;
+Added: (w) is a party to any agreement, understanding or arrangement with a party other than the Company or a subsidiary that (1) provides him or her with material benefits which are tied to or contingent on the Company entering into a merger, sale of control or similar transaction in which it is not the surviving institution, (2) materially limits his or her voting discretion as a member of the Board of Directors of the Company, or (3) materially impairs his or her ability to discharge his or her fiduciary duties with respect to the fundamental strategic direction of the Company;
+Added: (x) has lost more than one election for service as a director of the Company;
+Added: (y) is the representative or agent of, or a member of a group acting in concert that includes, a person who is ineligible for election or appointment to the Board of Directors under Section 2 of the Bylaws;
+Added: or (z) is the nominee or representative of a company of which any of the directors, partners, trustees or 10% stockholders would not be eligible for election or appointment to the Board of Directors under the Bylaws and (C) the Board of Directors will have the power to construe and apply the provisions of Section 2 of the Bylaws and to make all determinations necessary or desirable to implement such provisions.
+Added: The foregoing summary is qualified in its entirety by reference to the Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated by reference in this Item 9B.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
26 unchanged sentences
Financial Statement Schedules.
−Removed: Financial statement schedules are included in Item 8 of this Annual Report.
+Added: Financial statement schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or the Notes thereto under Item 8.
Exhibits required by Item 601 of Regulation S-K:
11 unchanged sentences
Morgan Chase Community Development Corporation, dated February 16, 2021 (3)
−Removed: 2.4 P referred Stock Purchase Agreement, by and between Carver Bancorp, Inc.
+Added: 2.4 Preferred Stock Purchase Agreement, by and between Carver Bancorp, Inc.
Morgan Chase Community Development Corporation, dated September 27, 2021 (4)
18 unchanged sentences
10.7 Formal Agreement by and between Carver Federal Savings Bank and the Office of the Comptroller of the Currency (1 5 )
−Removed: 10.8 S ales Agreement by and between Carver Bancorp, Inc.
+Added: 10.8 Sales Agreement by and between Carver Bancorp, Inc.
and Piper Sandler & Co., dated as of December 14, 2021 (16)
15 unchanged sentences
333-5559 on Form S-4 of the Registrant filed with the Securities and Exchange Commission on June 7, 1996.
−Removed: (6) Incorporated herein by reference to the Exhibits to the Registrant's Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2007.
(6) Incorporated herein by reference to Exhibit 3.1 to the Registrant's Report on Form 8-K filed with the Securities and Exchange Commission filed on July 6, 2011.
12 unchanged sentences
CARVER BANCORP, INC.
−Removed: July 14, 2022 By /s/ Michael T.
+Added: June 29, 2023 By /s/ Michael T.
President and Chief Executive Officer
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below on July 14, 2022 by the following persons on behalf of the Registrant and in the capacities indicated.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below on June 29, 2023 by the following persons on behalf of the Registrant and in the capacities indicated.
/s/ Michael T.
12 unchanged sentences
MacKay Director
+Added: Nunn Director
/s/ Michael T.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.