BCB BANCORP INC false 0001228454 0001228454 2021-09-15 2021-09-15

 

 

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): September 15, 2021

 

 

BCB BANCORP, INC.

(Exact name of Registrant as Specified in its Charter)

 

 

 

New Jersey   0-50275   26-0065262

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

104-110 Avenue C

Bayonne, New Jersey

  07002
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (201) 823-0700

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

Common Stock, no par value   BCBP   The Nasdaq Stock Market LLC

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 28, 2021, BCB Bancorp, Inc. (the “Registrant”), the holding company for BCB Community Bank (the “Bank”), issued a press release announcing that, effective September 15, 2021, the Registrant and the Bank have each appointed Ryan Blake, who also serves as the Corporate Secretary of each company, as Senior Vice President and Chief Operating Officer.

The table below sets forth certain information about Mr. Blake:

 

Name and Position

 

Age

 

Principal Occupation for

the Past Five Years

 

Officer Since

 

Term Expires

Ryan Blake

  31   Vice President & Controller   2016   N/A(1)

 

(1)

Officers serve at the pleasure of the Board of Directors

There are no arrangements or understandings between Mr. Blake and any other persons pursuant to which Mr. Blake was selected as Senior Vice President and Chief Operating Officer, or Corporate Secretary. Mr. Blake has no family relationship with any other director or executive officer of the Registrant, nor with any person nominated or chosen to serve as a director or executive officer of the Registrant. Mr. Blake is not a director of any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Act”), subject to the requirements of section 15(d) of the Act, or of any company under the Investment Company Act of 1940.

There are no “related party transactions” between Mr. Blake and the Registrant or the Bank that require disclosure.

There are no material plans, contracts or other arrangements (or amendments thereto) to which Mr. Blake is a party, or in which he participates, that were entered into or amended in connection with Mr. Blake being appointed as Senior Vice President and Chief Operating Officer of the Registrant and the Bank.

Neither the Registrant nor the Bank is a party to an employment agreement with Mr. Blake.

A copy of the Registrant’s press release announcing the above-described event is attached as Exhibit 99.1 and is incorporated herein by reference.

On September 28, 2021, the employment of Michael Lesler with the Registrant and the Bank amicably terminated. Mr. Lesler had served as the Executive Vice President and Chief Operating Officer of the Registrant and the Bank.

 

Item 9.01.

Financial Statements and Exhibits.

(d)    Exhibits.

The following Exhibit is attached as part of this report.

 

Exhibit Number

  

Description

99.1    Press Release, dated September 28, 2021
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: September 28, 2021     By:  

/s/ Thomas P. Keating

      Thomas P. Keating
      Senior Vice President and Chief Financial Officer

 

3

Exhibit 99.1

 

LOGO      

CONTACT:  THOMAS COUGHLIN,

    PRESIDENT & CEO

    THOMAS KEATING, CFO

    (201) 823-0700

   LOGO   

BCB Bancorp, Inc. Promotes Ryan Blake to Senior Vice President and Chief Operating Officer;

Terrance R. Howard Joins BCB Community Bank as Vice President, Chief Retail and C&I Lending Officer

BAYONNE, N.J., September 28, 2021 — BCB Bancorp, Inc. (the “Company”), (NASDAQ: BCBP), the holding company for BCB Community Bank (the “Bank”), today announced the promotion of Ryan Blake to Senior Vice President and Chief Operating Officer of the Company and the Bank, effective September 15, 2021. Mr. Blake has been with the Company since 2008 and has served in various capacities, most recently as Vice President and Controller, and is also Corporate Secretary for the Company and the Bank. In addition, Terrance R. Howard has joined the Bank as Vice President, Chief Retail and C&I Lending Officer.

“With over 13 years of experience with the Company, Ryan is an excellent choice for this position,” stated Thomas Coughlin, President and Chief Executive Officer. “Ryan’s knowledge of banking, finance, and corporate governance is exceptional. His leadership abilities and proven expertise in community banking will be of great value to the Company as we continue to position ourselves for future success.”

Mr. Blake currently serves as a trustee on the board of the Bayonne Public Library and as a commissioner on the Zoning Board of the City of Bayonne. In addition, he is Vice President for a chapter of Rotary International, and is a former director of the State of New Jersey’s LGBT Chamber of Commerce. Blake holds Bachelor’s degrees in both Finance and in Economics from Kean University, as well as a Master’s degree in Business Administration from Rutgers University.

Terrance Howard brings 19 years of commercial lending experience to BCB Bank where he specializes in servicing commercial middle market banking clients while providing a range of banking solutions that include a full complement of commercial lending and deposit capabilities.

“Terrance adds nearly two decades of experience and is a true veteran of community banking. He brings a wealth of financial expertise and has an outstanding reputation in our communities as a highly talented relationship banker,” said Coughlin.

Prior to joining the Bank, Howard served as Market Executive of Central NJ Commercial Banking and Senior Vice President for First Bank, Relationship Manager and Vice President at Investors Bank, where he focused on building business relationships via lending, cash management and other ancillary banking products. Howard holds a Bachelor’s degree in Economics from the University of Notre Dame and an M.B.A. in Finance from Rutgers University.

About BCB Bancorp, Inc.

Established in 2000 and headquartered in Bayonne, N.J., BCB Community Bank is the wholly-owned subsidiary of BCB Bancorp, Inc. (NASDAQ: BCBP). The Bank has 29 branch offices in Bayonne, Carteret, Edison, Hoboken, Fairfield, Holmdel, Jersey City, Lyndhurst, Maplewood, Monroe Township, Newark, Parsippany, Plainsboro, River Edge, Rutherford, South Orange, Union, and Woodbridge, New Jersey, and three branches in Hicksville and Staten Island, New York. The Bank provides businesses and individuals a wide range of loans, deposit products, and retail and commercial banking services. For more information, please go to www.bcb.bank.

Forward-Looking Statements

This release, like many written and oral communications presented by BCB Bancorp, Inc., and our authorized officers, may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements

BCBP Press Release

September xx, 2021

Page 2

 

contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of said safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Company, are generally identified by use of words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “seek,” “strive,” “try,” or future or conditional verbs such as “could,” “may,” “should,” “will,” “would,” or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results.

In addition to factors previously disclosed in the Company’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”) and those identified elsewhere in this release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of the Bank’s products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and actions of governmental agencies and legislative and regulatory actions and reforms.

Transmitted on Globe Newswire on September 28, 2021 at 4:15 p.m. EDT.