8-K
Dime Community Bancshares, Inc. /NY/ (DCOM)
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 20, 2024
DIME COMMUNITY BANCSHARES, INC.
(Exact name of the registrant as specified in its charter)
| New York | 001-34096 | 11-2934195 |
|---|---|---|
| (State or other jurisdiction of<br><br>incorporation or organization) | (Commission 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 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 (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-4c) |
Securities registered pursuant to Section 12(b) of the Act:
| | | <br><br> | | |
|---|---|---|---|---|
| Title of each class | | Trading<br><br>Symbol(s) | | 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 (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.
On December 17, 2024, Michael P. Devine informed the Board of Directors of Dime Community Bancshares, Inc. (the “Company”) and its wholly-owned subsidiary, Dime Community Bank (the “Bank”), that he is retiring from the Board of Directors of the Company and the Bank, for personal reasons, ahead of the next annual shareholder meeting. There were no disagreements between Director Devine and the Company or the Bank. Director Devine originally joined The Dime Savings Bank of Williamsburgh, a predecessor of the Bank, in 1971. The text of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. Exhibit 99.1 to this report is being “furnished” to the SEC and shall not be deemed “filed” for any purpose.
Item 9.01 Financial Statements and Exhibits
| (d) | (d) Exhibits | |
|---|---|---|
| | | |
| --- | --- | --- |
| 99.1 | | Press Release of the Registrant, dated December 20, 2024. |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL) |
| | | |
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.<br><br>(Registrant) |
|---|---|---|
| | | |
| | | |
| | | |
| DATE: December 20, 2024 | /s/ Avinash Reddy | |
| | | Avinash Reddy |
| | | Senior Executive Vice President, Chief Financial Officer and Principal Accounting Officer |
Preferred Dividends Press Release (2/1/21) (00377157.DOCX;2)
EXHIBIT 99.1
Dime Community Bancshares, Inc. Announces Retirement of Michael P. Devine from Board of Directors
Hauppauge, NY – December 20, 2024 – Dime Community Bancshares, Inc. (NASDAQ: DCOM) (the “Company” or “Dime”), the parent company of Dime Community Bank (the “Bank”) announced today that Michael P. Devine provided notification to the Company that, after a 40-plus year association with Dime, he intends to retire from the Board of Directors ahead of the next annual shareholders meeting.
Mr. Devine began his career with The Dime Savings Bank of Williamsburgh (“Dime Savings Bank”) in 1971. Since then, Mr. Devine served in numerous capacities within Dime Savings Bank, most notably as President and Chief Operating Officer, and later as Director and Vice Chairman. Following the closing of the Company’s merger of equals transaction in 2021, Mr. Devine maintained his director role at the pro forma Company.
“Mike began his career with the Dime Savings Bank as an auditor in 1971, and within only a few years advanced to the executive suite,” said Chairman, Kenneth J. Mahon, on behalf of the Company's and Bank's Boards of Directors. “He was a valuable counselor to all the senior officers around him. His leadership as an executive and as a director helped guide us through the conversion from a mutual to a stock-owned bank in 1996, to today’s full service commercial bank. Our directors’ table will miss his insight and experience, and we wish Mike many happy and healthy years ahead.”
Mr. Devine stated, “It has been my privilege to serve Dime as part of a team that has over a period of years, systematically improved the Company’s operations. This has resulted in top notch service for business clients as well as retail customers and the Company is well positioned for future growth. As I conclude my service, I leave with the knowledge that the board, management, and employees comprise an effective, high quality group, many of whom will remain close personal friends and colleagues.”
ABOUT DIME COMMUNITY BANCSHARES, INC.
Dime Community Bancshares, Inc. is the holding company for Dime Community Bank, a New York State-chartered trust company with over $13.7 billion in assets and the number one deposit market share among community banks on Greater Long Island ^(1)^.
Dime Community Bancshares, Inc. Investor Relations Contact: Avinash Reddy Senior Executive Vice President – Chief Financial Officer Phone: 718-782-6200; Ext. 5909 Email: avinash.reddy@dime.com
¹ Aggregate deposit market share for Kings, Queens, Nassau & Suffolk counties for community banks with less than $20 billion in assets.