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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): October 18, 2022
Amalgamated Financial Corp.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-40136 | | 85-2757101 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification
No.) |
275 Seventh Avenue, New York, New York 10001
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 895-8988
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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | AMAL | The Nasdaq Global Market |
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).
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| | 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 September 29, 2022, Frank DeMaria notified Amalgamated Financial Corp. (“Company”) of his decision to resign from his position, the Chief Accounting Officer of the Company, as an officer and employee, effective October 14, 2022, to pursue another career opportunity. Mr. DeMaria's resignation is not the result of any material disagreement with the Company regarding its operations, policies, or procedures, including without limitation, any matter relating to the Company’s accounting principles or practices, financial statement disclosures, internal controls, management or operations.
On October 14, 2022, Jason Darby, Chief Financial Officer of the Company, began serving as Chief Accounting Officer on an interim basis, until Leslie Veluswamy begins on November 7, 2022, as further detailed below.
On November 7, 2022, Ms. Veluswamy, 38, will be appointed Chief Accounting Officer and Executive Vice President of the Company. From January 17, 2019 until November of 2022, Ms. Veluswamy served as the Senior Vice President and Chief Accounting Officer at the Dime Community Bank ("DCB"). Ms. Veluswamy, previously served as Senior Vice President and Director of Financial Reporting at DCB, beginning in 2017. Prior to joining DCB in 2016, Ms. Veluswamy, a certified public accountant, worked as an Assistant Controller at Crystal & Co for two years, starting in 2014. Ms. Veluswamy has no family relationships with any of the Company’s directors or executive officers, nor has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits The following exhibit index lists the exhibits that are either filed or furnished with this Current Report on Form 8-K:
EXHIBIT INDEX
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| Exhibit No. | Description | | | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | | | |
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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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| | AMALGAMATED FINANCIAL CORP. |
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| | By: | /s/ Priscilla Sims Brown |
| | Name: | Priscilla Sims Brown |
| | Title: | Chief Executive Officer |
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Date: October 18, 2022 | | | |