UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On December 16, 2021, BCB Bancorp, Inc. (the “Company”) received notice that its filing of a Certificate of Amendment, dated December 15, 2021, amending its Restated Certificate of Incorporation, was accepted by the State of New Jersey. This amendment adds a new Article V, Part (K) with respect to the Company’s Series I Noncumulative Perpetual Preferred Stock, par value $0.01 per share (the “Series I Preferred Stock”), which sets forth the number of shares to be included in such new series, and fixes the designation, powers, preferences, and rights of the shares of such new series and the qualifications, limitations and restrictions thereof.
The rights of the holders of any prior series of preferred stock were not changed by this amendment, and the Certificate of Amendment confirms that the holders of the Series I Preferred Stock will rank on parity with shares of the Series D 4.5% Noncumulative Perpetual Preferred Stock, shares of the Series G 6% Noncumulative Perpetual Preferred Stock, and shares of the Series H 3.5% Noncumulative Perpetual Preferred Stock with respect to the payments of dividends and liquidation rights as compared to the holders of the Company’s common stock.
The Certificate of Amendment to the Restated Certificate of Incorporation was approved by the Board of Directors of the Company on December 15, 2021, and became effective as of December 15, 2021, upon notice received on December 16, 2021. The Certificate of Amendment is attached hereto as Exhibit 3.1.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following Exhibits are attached as part of this report.
| Exhibit Number |
Description | |
| 3.1 | Certificate of Amendment to Restated Certificate of Incorporation | |
| 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.
| BCB BANCORP, INC. | ||||||
| DATE: December 20, 2021 | By: | /s/ Ryan Blake | ||||
| Ryan Blake | ||||||
| Senior Vice President and Chief Operating Officer | ||||||
| (Duly Authorized Representative) | ||||||
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