UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously reported in the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2022, pursuant to an email dated July 8, 2022, Dr. August Pellegrini, Jr. advised the Registrant that he was retiring from its Board of Directors effective immediately. There was no reason for his retirement stated in the email, nor was there any mention of a disagreement with the Registrant on any matter relating to the Registrant’s operations, policies or practices.
Prior to his retirement, Dr. Pellegrini served on the Registrant’s Audit Committee and Nominating and Corporate Governance Committee.
On September 12, 2022, the Registrant received a letter from Dr. Pellegrini’s attorney, which is attached to this report as Exhibit 17.1. Based on this letter, the Registrant believes that the following circumstances caused, in whole or in part, Dr. Pellegrini’s retirement:
| • | Dr. Pellegrini mistakenly believed that certain changes in the Audit Committee’s practices violated the Registrant’s Audit Committee Charter, and certain laws and regulations, when in fact the current practices of the Audit Committee are fully compliant with its charter and all applicable laws and regulations. |
| • | At a meeting held on July 5, 2022, Mark D. Hogan, the Chairman of the Board of the Registrant, advised Dr. Pellegrini that based on Mr. Hogan’s discussions with other members of the Board of Directors, Mr. Hogan believed that the Board would not renominate Dr. Pellegrini for election to the Board at the Registrant’s annual meeting of shareholders to be held in 2023. |
With regard to the claims made by Dr. Pellegrini’s attorney in his letter, the Registrant believes that they are totally without merit and intends to defend such claims vigorously.
| Item 9.01. | Financial Statements and Exhibits |
(c) Exhibits
| 17.1 | Letter dated September 9, 2022 from Trimboli & Prusinowski, LLC, attorneys for Dr. August Pellegrini, Jr., to the Registrant (received by the Registrant on September 12, 2022) | |
| 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: September 16, 2022 | By: | /s/ Ryan Blake | ||||
| Ryan Blake | ||||||
| Chief Operating Officer and Corporate Secretary (Duly Authorized Representative) | ||||||
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