Item 5. Other Information
Item 5. Other Information
During the three months ended June 30, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “ non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations.
The information below is reported in lieu of information that would be reported pursuant to a Current Report on Form 8-K filed with the Commission during the period under Items 5.02 and 5.03.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Officer
Departure of Kevin M. O’Connor as Chief Executive Officer . As previously disclosed by Dime Community Bancshares, Inc., a New York corporation (the “Company”), in the Current Report on Form 8-K as filed with the Securities and Exchange Commission on July 28, 2023, the Company issued a press release announcing that Kevin M. O’Connor will step down from the position of Chief Executive Officer of the Company effective as of August 31, 2023 (the “Effective Date”). The Company also announced that Mr. O’Connor will continue to serve on the Board of Directors until December 31, 2023. Mr. O’Connor’s departure from his positions with the Company is not the result, in whole or in part, of any disagreement with the Company’s management.
In connection with Mr. O’Connor’s departure, on July 27, 2023, the Company, Dime Community Bank and Mr. O’Connor entered into an Agreement and General Release (the “O’Connor Agreement”). Upon execution and non-revocation of the O’Connor Agreement, that certain Employment Agreement, dated October 16, 2020, and effective February 1, 2021 (“Employment Agreement”), that certain Amendment to Employment Agreement, dated June 28, 2021 (the “Amendment”), and that certain Retention Agreement, dated October 16, 2020, will terminate in all respects except with respect to certain restrictive covenants as set forth in the Employment Agreement, which such restrictive covenants shall extend until the later of December 31, 2024 or one year after the date on which Mr. O’Connor steps down from all officer and director positions. Until the Effective Date, Mr. O’Connor will continue to be employed by the Company as the Chief Executive Officer and will continue to earn and receive his current base salary and benefits in full through the Effective Date.
Pursuant to the O’Connor Agreement, Mr. O’Connor will receive the following payments as contemplated by the Employment Agreement and the Amendment, in a lump sum, less required tax withholding: (i) a pro-rated bonus of $782,546.54, which shall be in lieu of any bonus, incentive or additional payment for 2023 as provided in the Employment Agreement; (ii) $6,226,290, which amounts to three years of Mr. O’Connor’s base salary and 2022 bonus; (iii) $1,205,850, which amount is intended to account for and be in lieu of any payments that Mr. O’Connor would have received for the three-year period following the Effective Date related to contributions by the Company to the defined contribution plan; (iv) an amount equal to 36 months of 150% of Mr. O’Connor’s COBRA health care premiums and monthly life insurance premiums; and (v) an amount equal to one week of accrued paid time off, which equals one week of base salary at Mr. O’Connor’s current base salary rate. Also, Mr. O’Connor will be reimbursed for certain expenses not to exceed $135,000. Mr. O’Connor’s unvested equity awards will be forfeited as of the Effective Date.
This summary of the O’Connor Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the O’Connor Agreement, included as Exhibit 10.1 to this filing. Exhibit 10.1 is incorporated by reference herein.
Appointment of Stuart H. Lubow as President and Chief Executive Officer . In connection with Mr. O’Connor’s departure, on July 27, 2023, the Board of Directors appointed Stuart H. Lubow as the Company’s President and Chief Executive Officer to be effective on the Effective Date. Mr. Lubow will serve in such capacity until his successor has been duly elected and qualified or until death, resignation or removal.
Mr. Lubow, age 66, currently serves as the President and Chief Operating Officer of the Company. From 2020, Mr. Lubow served as President of Dime Community Bancshares, Inc., a Delaware corporation (“Legacy Dime”) which as of February 1, 2023, merged with and into the Company pervious known as “Bridge Bancorp, Inc.,” and from 2017, Mr. Lubow served
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as Senior Executive Vice President and Chief Banking Officer of Legacy Dime. Prior to joining Legacy Dime, Mr. Lubow served as Chairman, President and Chief Executive Officer of Community National Bank from 2005 to 2015.
There are no family relationships between Mr. Lubow and any director or executive officer of the Company, and the Company has not entered into any transactions with Mr. Lubow that are reportable pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Board of Directors
Departure of Kevin M. O’Connor from the Board of Directors . Pursuant to the O’Connor Agreement, Mr. O’Connor will step down from the Board of Directors effective as of December 31, 2023.
Election of Stuart H. Lubow to the Board of Directors . As further described in Item 5.03 of this Current Report on Form 8-K, on July 27, 2023, the Board of Directors approved an amendment and restatement of the Dime Community Bancshares, Inc. Bylaws (the “Bylaws” and, as amended and restated, the “Amended and Restated Bylaws”) to delete Article VIII, Section 8.03(a) which required that the Board of Directors consist of 12 directors. On July 27, 2023, pursuant to Article II, Section 2.04 of the Amended and Restated Bylaws, effective as of the Effective Date, the Board of Directors determined that the number of directors comprising the Board of Directors will be increased from 12 to 13, until December 31, 2023 or Mr. O’Connor’s earlier death, resignation or removal from the Board of Directors, when the number of directors comprising the Board of Directors will be reduced from 13 to 12. The increase in the number of directors from 12 to 13 creates a vacancy on the Board of Directors as of the Effective Date.
On July 27, 2023, the Board of Directors elected Mr. Lubow as a director, effective as of the Effective Date, to fill the vacancy created by the increase in the size of the Board of Directors. Mr. Lubow will serve as a director from the Effective Date until the next election of directors at the Company’s annual meeting of shareholders to be held in 2024 or Mr. Lubow’s earlier death, resignation or removal. The Board of Directors did not designate Mr. Lubow as a member of any committees of the Board of Directors.
Other than described above, there are no arrangements or understandings between Mr. Lubow and any other person pursuant to which he will be elected as a director. There are no transactions with Mr. Lubow that are reportable pursuant to Item 404(a) of Regulation S-K promulgated under the Exchange Act.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 27, 2023, the Board of Directors approved and adopted the Amended and Restated Bylaws, effective upon the Effective Date. The changes made in the Amended and Restated Bylaws include (1) the deletion of Article VIII, Section 8.03(a) of the Bylaws, which provided that the Board of Directors was to be comprised of 12 directors, of which six must be Legacy Bridge Bancorp Directors (as defined in the Bylaws) and six must be Legacy DCB Directors (as defined in the Bylaws) during the Specified Period (as defined in the Bylaws), and (2) corresponding changes to the section numbers and cross references in Article VIII, Section 8.03 and 8.04 of the Amended and Restated Bylaws.
This summary of the Amended and Restated Bylaws does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Amended and Restated Bylaws, included as Exhibit 3.2 to this filing. Exhibit 3.2 is incorporated by reference herein.
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Item 6. Exhibits
3.1
Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed February 2, 2021 (File No. 001-34096))
3.2
Amended and Restated Bylaws of Dime Community Bancshares, Inc.
4.1
Indenture, dated May 6, 2022, between Dime Community Bancshares, Inc. and Wilmington Trust National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed May 6, 2022 (File No. 001-34096))
4.2
First Supplemental Indenture, May 6, 2022, between Dime Community Bancshares, Inc. and Wilmington Trust National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed May 6, 2022 (File No. 001-34096))
4.3
Form of 5.000% Fixed-to-Floating Rate Subordinated Notes due 2032 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed May 6, 2022 (File No. 001-34096))
10.1
Agreement and General Release, dated July 27, 2023, by and among Dime Community Bancshares, Inc., Dime Community Bank and Kevin M. O’Connor
31.1
Certification of Principal Executive Officer pursuant to Rule 13a-14(a)
31.2
Certification of Principal Financial Officer pursuant to Rule 13a-14(a)
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350
101
The following financial statements from Dime Community Bancshares, Inc.'s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2023, filed on August 2, 2023, formatted in XBRL: (i) Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022, (ii) Consolidated Statements of Income for the Three and Six Months Ended June 30, 2023 and 2022, (iii) Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2023 and 2022, (iv) Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended June 30, 2023 and 2022, (v) Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022, and (vi) the Condensed Notes to Consolidated Financial Statements.
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definitions Linkbase Document
104
Cover page to this Quarterly Report on Form 10-Q, formatted in Inline XBRL
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SIGNATURES
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.
Dime Community Bancshares, Inc.
Dated: August 2, 2023
By:
/s/ KEVIN M. O’CONNOR
Kevin M. O’Connor
Chief Executive Officer
Dated: August 2, 2023
By:
/s/ AVINASH REDDY
Avinash Reddy
Senior Executive Vice President and Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.