Greene Bancorp, Inc 8-K, filed Aug 17, 2022
Greene Bancorp, Inc. (GCBC)
8-K
2022-08-17
For: 2022-08-16
View Original
Added on
April 06, 2026
About this 8-K
Greene Bancorp, Inc filed this 8-K on August 17, 2022, reporting on events of August 16, 2022.
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): August 16, 2022
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction
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(Commission File No.)
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(I.R.S. Employer
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of Incorporation)
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Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (518 ) 943-2600
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):
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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-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of class
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Trading symbol
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Name of 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 (§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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On August 16, 2022, Greene County Bancorp, Inc. (the “Company”) adopted an amendment to the Greene County Bancorp, Inc. 2011 Phantom Stock
Option and Long-Term Incentive Plan (the “Plan”). The amendment, which is effective August 16, 2022, increases the number of phantom stock options available for awards under the Plan by Two Million Two Hundred Thousand (2,200,000) to Eight
Million (8,000,000).
| Item 9.01 |
Financial Statements and Exhibits
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The following Exhibit is attached as part of this report:
| Exhibit No. |
Description
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| 10.1 |
Third Amendment to Greene County Bancorp, Inc. 2011 Phantom Stock Option and Long-term Incentive Plan
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| Exhibit Number |
Description
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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, hereunto duly authorized.
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GREENE COUNTY BANCORP, INC.
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DATE: August 16, 2022
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By:
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/s/ Donald E. Gibson
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Donald E. Gibson
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President and Chief Executive Officer
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Exhibit 10.1
THIRD AMENDMENT TO
GREENE COUNTY BANCORP, INC.
2011 PHANTOM STOCK OPTION AND LONG-TERM INCENTIVE PLAN
WHEREAS, Greene County
Bancorp, Inc. (the “Company”) maintains the Greene County Bancorp, Inc. 2011 Phantom Stock Option and Long-Term Incentive Plan for the benefit of eligible employees, effective July 1, 2011 (the “Plan”); and
WHEREAS, the Company desires
to amend the Plan to increase the number of phantom stock options available for awards from 5,800,000 to 8,000,000, effective as of August 16, 2022; and
WHEREAS, Section 6.1 of the
Plan permits the Company to amend the Plan from time to time.
NOW THEREFORE, the Plan is
hereby amended as follows, effective as of August 16, 2022:
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Section 3.1 of the Plan is hereby amended to read as follows:
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“Available Phantom Stock Options. The number of Phantom Stock Options
available for Award under the Plan shall be Nine Hundred Thousand (900,000), subject to adjustment as determined in Section 3.3. Effective as of July 1, 2014, the Plan was
amended to increase the number of Phantom Stock Options under the Plan to One Million Eight Hundred Thousand (1,800,000), subject to adjustment as determined in Section 3.3. On
March 16, 2016, the Phantom Stock Options available under the Plan were increased, in accordance with Section 3.3 of the Plan, from 1,800,000 to 3,600,000 as a result of a
two-for-one stock split. On July 1, 2018, the number of Phantom Stock Options available for Award under the Plan were increased, in accordance with Section 3.3 of the Plan,
from 3,600,000 to 5,800,000. Effective as of August 16, 2022, the number of Phantom Stock Options available for Award under the Plan shall be increased by Two Million Two Hundred Thousand (2,200,000) to Eight Million (8,000,000), subject to
adjustment as determined in Section 3.3, and reduced by Phantom Stock Options previously granted under the Plan and not forfeited.”
IN WITNESS WHEREOF, the
Company has executed this Third Amendment on the date set forth below.
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GREENE COUNTY BANCORP, INC.
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Date: August 16, 2022
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By:
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/s/ Donald E. Gibson
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Donald E. Gibson
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President and Chief Executive Officer
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