Provident Financial Services Inc 8-K, filed May 29, 2024
Provident Financial Services Inc (PFS)
8-K
2024-05-29
For: 2024-05-28
View Original
Added on
April 09, 2026
About this 8-K
Provident Financial Services Inc filed this 8-K on May 29, 2024, reporting on events of May 28, 2024.
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): May 28, 2024
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices) (Zip Code)
(732 ) 590-9200
(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:
Securities registered pursuant to Section 12(b) of the Act:
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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 (§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.
(e) Provident Financial Services, Inc. (“Provident Financial”) and Christopher Martin, Executive Chairman of the Board of Provident Financial and Provident Bank, have entered into
an amendment to the Executive Chairman Agreement by and between Provident Financial and Mr. Martin (the “Agreement”) for the purpose of extending the term of the Agreement from May 31, 2024 until May 16, 2026. All other terms of the Agreement are
unchanged and remain in full force and effect.
In addition, Provident Financial and Mr. Martin have entered into an amendment to the Change in Control Agreement by and between Provident
Financial and Mr. Martin, also for the purpose of extending the term of the Change in Control Agreement from May 31, 2024 until May 16, 2026. All other terms of the Change in Control Agreement are unchanged and remain in full force and effect.
The foregoing summary of the amendments to the Agreement and Change in Control Agreement is qualified in its entirety by the full text of
the amendments to these agreements, which are attached to this Form 8-K as Exhibits 10.1 and 10.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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(a)
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Financial Statements of Businesses Acquired. Not applicable.
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(b)
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Pro Forma Financial Information. Not applicable.
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(c)
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Shell Company Transactions. Not applicable.
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(d)
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Exhibits.
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Exhibit No.
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Description
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Amendment to Executive Chairman Agreement between Provident Financial Services, Inc. and Christopher Martin, dated May 28, 2024
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Amendment to Change in Control Agreement between Provident Financial Services, Inc. and Christopher Martin, dated May 28, 2024
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104
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The cover page from the Company’s Form 8-K, formatted in Inline XBRL.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Provident Financial Services, Inc.
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DATE: May 28, 2024
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By:
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/s/ Thomas M. Lyons
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Thomas M. Lyons
Senior Executive Vice President and Chief Financial Officer
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Exhibit 10.1
AMENDMENT TO
EXECUTIVE CHAIRMAN AGREEMENT
This Amendment, dated May 28, 2024 (the “Amendment”), amends the Executive Chairman Agreement dated December 31, 2021, as previously
amended on December 19, 2023 (the “Employment Agreement”), by and between Provident Financial Services, Inc. (the “Company”), a Delaware corporation, and Christopher Martin (“Executive”). Capitalized terms not defined herein shall have the meaning
set forth in the Employment Agreement.
W I T N E S S E T H:
WHEREAS, in accordance with the
terms of the Employment Agreement, Executive currently serves as Executive Chairman of the Company and the Bank and as a member of the Board of Directors of the Company and the Bank; and
WHEREAS, the term of the
Employment Agreement expires May 31, 2024; and
WHEREAS, the parties have agreed
to extend the term of the Employment Agreement until May 16, 2026; and
WHEREAS, pursuant to Section 12
of the Employment Agreement, the parties desire to amend the Employment 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 and the Executive hereby agree as follows:
Section 1. Amendment to the Employment Agreement.
Section 1 of the Employment Agreement is hereby amended to replace the words “May 31, 2024” with the words “May 16, 2026.”
Section 2. Continuation of Employment Agreement.
Except as expressly set forth in Section 1 above, 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 Employment 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 3. 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 Delaware.
Section 4. 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.
IN WITNESS WHEREOF, the Company
and the Executive have duly executed this Amendment as of the day and year first written above.
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ATTEST:
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PROVIDENT FINANCIAL SERVICES, INC.
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/s/ Bennett MacDougall
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By:
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/s/ Matthew K. Harding
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Bennett MacDougall, Esq.
Corporate Secretary
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Matthew K. Harding
Chair of the Compensation and Human Capital Committee
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WITNESS:
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EXECUTIVE
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| /s/ Mary Louise Festa |
By:
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/s/ Christopher Martin
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Christopher Martin
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Exhibit 10.2
AMENDMENT TO
CHANGE IN CONTROL AGREEMENT
This Amendment, dated May 28, 2024 (the “Amendment”), amends the Change in Control Agreement dated December 31, 2021, as previously
amended on December 19, 2023 (the “CIC Agreement”), by and between Provident Financial Services, Inc. (the “Company”), a Delaware corporation, and Christopher Martin (“Executive”). Capitalized terms not defined herein shall have the meaning set
forth in the CIC Agreement.
W I T N E S S E T H:
WHEREAS, Executive currently
serves as Executive Chairman of the Company and the Bank and as a member of the Board of Directors of the Company and the Bank and in accordance with the terms of the CIC Agreement is entitled to certain benefits in the event of a Change in Control
followed by a termination of Executive’s employment with the Company or the Bank; and
WHEREAS, the term of the CIC
Agreement expires May 31, 2024; and
WHEREAS, the parties have agreed
to extend the term of the CIC Agreement until May 16, 2026; and
WHEREAS, pursuant to Section 11
of the CIC Agreement, the parties desire to amend the CIC 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 and the Executive hereby agree as follows:
Section 1. Amendment to the CIC Agreement.
Section 2 of the CIC Agreement is hereby amended to replace the words “May 31, 2024” with the words “May 16, 2026.”
Section 2. Continuation of CIC Agreement.
Except as expressly set forth in Section 1 above, 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 CIC 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 3. 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 Delaware.
Section 4. 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.
IN WITNESS WHEREOF, the Company
and the Executive have duly executed this Amendment as of the day and year first written above.
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ATTEST:
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PROVIDENT FINANCIAL SERVICES, INC.
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/s/ Bennett MacDougall
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By:
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/s/ Matthew K. Harding
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Bennett MacDougall, Esq.
Corporate Secretary
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Matthew K. Harding
Chair of the Compensation Committee
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WITNESS:
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EXECUTIVE
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| /s/ Mary Louise Festa |
By:
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/s/ Christopher Martin
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Christopher Martin
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