UNITED STATESSECURITIES 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): December 3, 2020
DIME COMMUNITY BANCSHARES, INC.
(Exact name of the registrant as specified in its charter)
Delaware
| 000-27782
| 11-3297463
|
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
300 Cadman Plaza West, 8th Floor
| | |
Brooklyn, New York | | 11201
|
| (Address of principal executive offices) | | (Zip Code) |
(718) 782-6200
(Registrant’s telephone number)
N/A
(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-4c) |
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. ☐
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.01 Par Value
| | DCOM
| | The NASDAQ Stock Market
|
Preferred Stock, Series A, $0.01 Par Value
| | DCOMP
| | The NASDAQ Stock Market
|
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Dime Community Bancshares, Inc. (the “Company”) held a special meeting of shareholders on December 3, 2020 (the “Special Meeting”) related to the Company’s proposed merger with Bridge Bancorp, Inc. (“Bridge”). At the close of business on the record date of the Special Meeting, there were a total of 33,049,882 shares of common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 26,628,327 shares of common stock were represented, therefore a quorum was present. At the Special Meeting, the Company’s shareholders voted on three proposals, as more specifically described in the joint proxy statement and prospectus of Dime and Bridge, dated October 16, 2020. Set forth below are the final results of shareholder votes for all proposals.
Proposal 1 – Approval of the Merger Agreement
The approval of the Agreement and Plan of Merger, dated as of July 1, 2020, by and between Bridge and the Company, and the merger pursuant to which the Company will merge with and into Bridge, was approved by the requisite majority of the issued and outstanding shares of the common stock of the Company, as indicated below:
| For | | Against | | Abstain | | Broker Non-Votes |
| 26,359,041 | | 188,736 | | 80,550 | | 0
|
Proposal 2 - Compensation Proposal
The approval, in a non-binding advisory vote, of a resolution regarding the compensation that may become payable to the Company’s named executive officers in connection with the merger, as disclosed in the table under the caption “Description of the Merger - Interests of Dime’s Directors and Executive Officers in the Merger - Merger-Related Executive Compensation for Dime’s Named Executive Officers” in the joint proxy statement/prospectus in accordance with Item 402(t) of Regulation S-K, including the associative narrative discussion, and the agreements or understandings pursuant to which such compensation may be paid or become payable, was approved by the requisite majority of the votes cast by shareholders, as indicated below:
| For | | Against | | Abstain | | Broker Non-Votes |
| 20,843,365 | | 5,517,049 | | 267,913 | | 0
|
Proposal 3 – Adjournment Proposal
The approval of the proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in favor of Proposal 1, approval of the Agreement and Plan of Merger, if there are not sufficient votes at the time of the Special Meeting to approve the Agreement and Plan of Merger and the merger, was approved by the requisite majority of the votes cast by shareholders, as indicated below:
| For | | Against | | Abstain | | Broker Non-Votes |
| 24,398,637 | | 2,110,957 | | 118,733 | | 0
|
Although Proposal 3 was approved, the adjournment of the Special Meeting was not necessary because the Company’s shareholders approved Proposal 1.
On December 3, 2020, the Company and Bridge issued a joint press release announcing that each company’s shareholders approved the Agreement and Plan of Merger. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits:
| Number | | Exhibit |
| | Joint Press Release dated December 3, 2020 |
| 104.1 | | The cover page from the Dime Community Bancshares, Inc.’s Form 8-K, formatted in Inline XBRL |
SIGNATURE
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.
| | Dime Community Bancshares, Inc. |
| | (Registrant) |
| | |
| |
|
| | Patricia M. Schaubeck |
| | Executive Vice President & General Counsel |
| | |
| Dated: December 3, 2020 | |
