UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS 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:
| 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On and effective as of February 15, 2023, the Board of Directors (the “Board”) of BCB Bancorp, Inc. (the “Company”) amended and restated its bylaws to, among other things, (i) provide for 90 days’ advance notice by shareholders to the Company of any shareholder nominees for director or other shareholder proposals, and the content and other requirements for such notices (Section 2.11); (ii) provide for certain rules of conduct for shareholder meetings (Section 2.12); (iii) set forth certain qualifications for election as a director of the Company (Section 3.1); (iv) clarifying that the Board is classified as set forth in the Company’s certificate of incorporation (Section 3.2); (v) update and relocate the provisions regarding the powers and duties of the Chairman of the Board (Sections 3.15 and 4.5); (vi) add certain powers and duties of the chief executive officer, chief financial officer and chief operating officer positions currently in use by the Company (throughout Section 4); (vii) clarifying that, pursuant to New Jersey law, a director of the Company may not be removed from office without cause by shareholders (Section 5.1); and (viii) make certain other miscellaneous changes. The foregoing description of the amendments to the bylaws is qualified in its entirety by the full text of the Amended and Restated Bylaws, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following Exhibits are attached as part of this report.
| Exhibit Number |
Description | |
| 3.1 | Amended and Restated Bylaws of the Company. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
2
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: February 22, 2023 | By: | /s/ Ryan Blake | ||||
| Ryan Blake | ||||||
| Senior Vice President, Chief Operating Officer | ||||||
| (Duly Authorized Representative) | ||||||
3