NBBK 8-K
NB Bancorp, Inc. (NBBK)
8-K
2025-01-31
For: 2025-01-28
View Original
Added on
April 12, 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): January 28, 2025
(Exact Name of Registrant as Specified in Charter)
|
|
|
|
||
|
(State or Other Jurisdiction
of Incorporation)
|
(Commission File No.)
|
(I.R.S. Employer
Identification No.)
|
||
|
|
|
|||
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
|||
Registrant’s telephone number, 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(s)
|
Name of each exchange on which registered
|
||
|
|
|
|
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.
|
On January 28, 2025, Needham Bank (the “Bank”), the wholly
owned subsidiary of NB Bancorp, Inc., adopted an amendment to freeze benefits under the Second Amended and Restated Director Retirement Plan (the “DRP”) to provide that no additional benefits will accrue on participants’ behalf after December 31,
2024 (the “Benefit Freeze Amendment”).
In addition, on January 28, 2025, the Bank adopted an amendment to freeze participation in the Needham Bank Nonqualified Deferred
Compensation Plan for Officers (the “NQDP”) to provide that no new participants may begin participating in the NQDP after January 28, 2025 (the “Participation Freeze Amendment”).
The foregoing descriptions of the Benefit Freeze Amendment and the Participation Freeze Amendment do not purport to be complete and are
qualified in their entirety by reference to the Benefit Freeze Amendment attached hereto as Exhibit 10.1 and the Participation Freeze Amendment attached hereto as Exhibit 10.2 of this Current Report on Form 8-K and incorporated by reference into
this Item 5.02.
| Item 9.01 |
Financial Statements and Exhibits.
|
|
(d)
|
Exhibits
|
|
|
Exhibit No.
|
Description
|
|
|
Third Amendment to Second Amended and Restated Director Retirement Plan
|
||
|
First Amendment to Needham Bank Nonqualified Deferred Compensation Plan for Officers
|
||
|
104.1
|
Cover Page Interactive Data File (Embedded within Inline XBRL document)
|
|
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.
|
NB BANCORP, INC.
|
||
|
DATE: January 31, 2025
|
By:
|
/s/ Joseph Campanelli |
|
Joseph Campanelli
|
||
|
Chairman, President and Chief Executive Officer
|
||
Exhibit 10.1
NEEDHAM BANK
THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED DIRECTOR RETIREMENT PLAN
WHEREAS, Needham Bank (hereinafter referred to as the “Bank”) previously established the Needham Bank Second Amended and Restated Director Retirement Plan, effective July 18, 2013 (the “Director
Retirement Plan”), as amended by the First Amendment to the Second Amended and Restated Director Retirement Plan and the Second Amendment to the Second Amended and Restated Director Retirement Plan; and
WHEREAS, the 2013 Amended Plan provides certain benefits to the Bank Directors (or their Beneficiary) in the form of a supplemental retirement benefit payment which
shall occur upon certain events provided for within the 2013 Amended Plan; and
WHEREAS, the Bank and the Directors
wish to amend the Director Retirement Plan to freeze the benefits of all participants in the plan as of December 31, 2024; and
WHEREAS, Section 14 of the
Director Retirement Plan provides for the modification of the Director Retirement Plan through the execution of this Third Amendment to Second Amended and Restated Director Retirement Plan by the Bank and with the consent of the Bank’s participating
director(s).
NOW THEREFORE, for good and
valuable consideration, the sufficiency of which shall not be questioned, the Bank does hereby amend the Director Retirement Plan as follows:
1) Section 2, Certain Definitions, subsection (i) Normal Plan Benefit, is amended by
adding the following language to the end thereof:
“Notwithstanding the foregoing, the Normal Retirement Benefit for Directors shall be fixed and frozen as of December 31,
2024, and the benefit shall not increase as a result of any change in the Annual Director Fee Amount or other remuneration after December 31, 2024.”
2) All other provisions of the Director Retirement Plan shall remain in full force and in effect as presently written.
IN WITNESS WHEREOF, the Bank has executed this Third Amendment to the Second Amended and Restated Director Retirement Plan on this January
28, 2025.
Needham Bank:
By: /s/ Christopher Lynch
Title: Chairman of
the Compensation Committee
PURSUANT TO SECTION 14, AMEDMENT AND REVOCATION, WRITTEN CONSENT IS TO BE PROVIDED BY THE BANK AND THE DIRECTORS, CURRENT AND FORMER, RECEIVING BENEFITS
UNDER THE PLAN BEFORE ANY AMENDMENT TO THE PLAN IS EFFECTIVE.
Exhibit 10.2
NEEDHAM BANK
FIRST AMENDMENT TO
NEEDHAM BANK NONQUALIFIED DEFERRED COMPENSATION PLAN FOR OFFICERS
WHEREAS,
Needham Bank (hereinafter referred to as “Bank”) previously established the Needham Bank Nonqualified Deferred Compensation Plan for Officers, effective April 1, 2013 (the “Plan”), for a select group of management or highly compensated employees;
and
WHEREAS, the Bank desires to amend the Plan to freeze the Plan with respect to new participants; and
WHEREAS, Section 7.1 of the Plan provides that the Bank may amend the Plan in certain respects at any time.
NOW THEREFORE, the Bank does hereby amend the Plan as follows, effective as of January 28, 2025:
The following new sentence is added to the end of Section 1.16 of the Plan:
“Notwithstanding the foregoing, effective as of January 28, 2025 (the “Freeze Date”), the Plan shall be frozen with
respect to designating Executives to participate in the Plan. Accordingly, after the Freeze Date, no Executive who is not already participating in the Plan will be eligible to be selected and approved to participate in the Plan. This amendment will
not affect any Executive who is already participating in the Plan as of the Freeze Date.”
[signature page follows]
IN WITNESS WHEREOF, Needham Bank has executed this First Amendment to the Needham Bank Nonqualified Deferred Compensation Plan for Officers
on this January 28, 2025.
Needham Bank:
By: /s/ Christopher Lynch
Title: Chairman of the Compensation Committee