8-K

Dime Community Bancshares, Inc. /NY/ (DCOM)

8-K 2025-05-23 For: 2025-05-22
View Original
Added on April 04, 2026

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 (Date of earliest event reported): May 22, 2025

DIME COMMUNITY BANCSHARES, INC.

  \(Exact name of registrant as specified in its charter\)
New York 001-34096 11-2934195
(State or other jurisdiction<br><br> of incorporation) (Commission<br><br> File Number) (IRS Employer<br><br> Identification No.)

898 Veterans Memorial Highway, Suite 560

Hauppauge, New York 11788

  \(Address of principal executive offices\) \(Zip Code\)

631-537-1000

  \(Registrant’s telephone, including area code\)

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 (see General Instruction A.2. below):

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))
--- ---

Securities registered pursuant to Section 12(b) of the Act:

Title of each class: Trading Symbol: Name of each exchange on which registered:
Common Stock, $0.01 Par Value DCOM The Nasdaq Stock Market LLC
Preferred Stock, Series A, $0.01 Par Value DCOMP The NASDAQ Stock Market LLC
9.000% Junior Subordinated Notes, $25.00 Par Value DCOMG The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


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

Dime Community Bancshares, Inc. (the “Company”) held its annual meeting of shareholders on May 22, 2025 (the “Meeting”).  At the close of business on the record date of the Meeting, there were a total of 43,657,135 shares of Company common stock outstanding and entitled to vote at the Meeting.  At the Meeting, 38,465,309 shares of Company common stock were represented, therefore, a quorum was present.  Three proposals were presented and voted on.  The proposals are described in detail in the Company’s definitive proxy statement filed on April 7, 2025, as amended, with the Securities and Exchange Commission.  Set forth below are the final results for all proposals.

  1. The following nominees received the requisite majority of votes cast at the Meeting, as indicated below, and were therefore elected as directors to serve for a term to expire at the Company's Annual Meeting of Shareholders to be held in 2026 and until their respective successors are duly elected and qualified:
Director For Withheld Broker Non-Votes
Kenneth J.Mahon 31,742,394 1,394,831 5,328,084
Paul M. Aguggia 30,312,503 2,824,722 5,328,084
Rosemarie Chen 32,406,398 730,827 5,328,084
Judith H. Germano 32,889,110 248,115 5,328,084
Matthew A. Lindenbaum 32,754,494 382,731 5,328,084
Stuart H. Lubow 32,429,643 707,582 5,328,084
Albert E. McCoy, Jr. 32,184,010 953,215 5,328,084
Raymond A. Nielsen 32,476,547 660,678 5,328,084
Joseph J. Perry 32,243,232 893,993 5,328,084
Kevin Stein 32,556,939 580,286 5,328,084
Dennis A. Suskind 29,443,257 3,693,968 5,328,084

2.  The ratification of the appointment of Crowe LLP to act as the independent registered public accounting firm for the Company for the year ending December 31, 2025 was approved by the requisite majority of the votes cast by shareholders, as indicated below:

For Against Abstain Broker Non-Votes
37,932,959 519,734 12,616

3.  The compensation of the Company's named executive officers, as disclosed in the Company’s proxy statement for the 2025 Annual Meeting of Shareholders, was approved on a non-binding, advisory basis by the requisite majority of the votes cast by shareholders, as indicated below:

For Against Abstain Broker Non-Votes
25,344,352 7,625,329 167,544 5,328,084

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 hereunto duly authorized.

Dime Community Bancshares, Inc.
Date:  May 23, 2025 By: /s/ Avinash Reddy
Name:  Avinash Reddy<br><br> <br>Title:    Senior Executive Vice President and Chief Financial Officer