Dime Commercial Bancshares, Inc 8-K, filed Dec 23, 2021
Dime Commercial Bancshares, Inc. (DCOM)
8-K
2021-12-23
For: 2021-12-23
View Original
Added on
April 04, 2026
About this 8-K
Dime Commercial Bancshares, Inc filed this 8-K on December 23, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): December 23, 2021
(Exact name of the registrant as specified in its charter)
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Suite 560
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(Address of principal executive offices)
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(Zip Code)
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(631 ) 537-1000
(Registrant’s telephone number)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On December 23, 2021, Dime Community Bancshares, Inc. (the “Company”), its wholly-owned subsidiary, Dime Community Bank (the Bank”), and
Stuart H. Lubow, President and Chief Operating Officer of the Company and the Bank, entered into a second amendment to Mr. Lubow’s employment agreement (the “Amendment”). The Amendment increases Mr. Lubow’s annual equity grant from 50% to 65% of
base salary and increases Mr. Lubow’s annual cash bonus opportunity from 65% to 100% of base salary.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the
Amendment which is attached hereto as Exhibit 10.1 of this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.
| Item 9.01 |
Financial Statements and Exhibits
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(d) Exhibits.
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, hereunto duly authorized.
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DIME COMMUNITY BANCSHARES, INC.
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DATE: December 23, 2021
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By: /s/ Patricia M. Schaubeck
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Patricia M. Schaubeck
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Executive Vice President, General Counsel and Corporate Secretary
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EXHIBIT 10.1
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
Second Amendment, effective as of December 23, 2021 (the “Amendment”), to the Employment Agreement, dated as of October 9, 2020, as amended by Amendment to Employment Agreement, dated as of June 28, 2021 (the “Agreement”), by and between Dime Community Bancshares, Inc., a New York corporation (the “Company”), Dime Community Bank, a New York chartered trust company and a wholly owned subsidiary of the Company (the “Bank”), and Stuart H. Lubow (“Executive”). Capitalized terms which are not defined herein shall have the same meaning as set forth in the Agreement.
W I T N E S S E T H:
WHEREAS, the Company, Bank and
Executive have agreed to amend the Agreement to increase the annual equity grant and annual cash bonus opportunity of the Executive as set forth in Section 3(c) and Section 3(d), respectively, of the Agreement.
NOW, THEREFORE, in consideration
of the premises, the mutual agreements herein set forth and such other consideration the sufficiency of which is hereby acknowledged, the Company, Bank and Executive hereby agree as follows:
Section 1. Annual Equity Grant. Section
3(c) of the Agreement is amended be deleting “fifty percent (50%)” and inserting “sixty-five percent (65%)” in lieu thereof.
Section 2. Annual Cash Bonus. Section 3(d)
of the Agreement is amended be deleting “sixty-five percent (65%)” and inserting “one hundred percent (100%)” in lieu thereof
Section 3. Effectiveness. This Amendment
shall be deemed effective as of the date first above written, as if executed on such date. For clarification purposes, the amendment set forth in Section 1 of this Amendment shall commence with the 2022 annual equity grant and the amendment set
forth in Section 2 of this Amendment shall commence with the annual cash bonus opportunity for the year beginning January 1, 2021. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or
in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect and shall be otherwise unaffected.
Section 4. Governing Law. This Amendment
and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of New York.
Section 5. Counterparts. This Amendment may
be executed in any number of counterparts, each of which shall for all purposes be deemed an original, and all of which together shall constitute but one and the same instrument.
Section 6. Compliance with Section 409A.
This Agreement shall be interpreted and administered consistent with Section 409A of the Code.
IN WITNESS WHEREOF, the Company,
Bank and the Executive have duly executed this Amendment as of the day and year first written above.
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DIME COMMUNITY BANCSHARES, INC.
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By:
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/s/ Kevin M. O’Connor
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Kevin M. O’Connor
Chief Executive Officer
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DIME COMMUNITY BANK
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By:
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/s/ Kevin M. O’Connor
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Kevin M. O’Connor
Chief Executive Officer
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Executive
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/s/ Stuart H. Lubow
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Stuart H. Lubow
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