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): December 19, 2006
PROVIDENT NEW YORK BANCORP
--------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 0-25233 80-0091851
--------------------------- -------------------- ---------------
(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
400 Rella Boulevard, Montebello, New York 10901
- ----------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (845) 369-8040
--------------
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 (see General Instruction A.2. below):
[ ] 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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 19, 2006, the Board of Directors of Provident Bank, the wholly
owned subsidiary of Provident New York Bancorp (the "Company"), approved and
adopted the Provident Bank Executive Officer Incentive Plan (the "Plan"), which
will govern the payment of bonuses to Provident Bank's executive officers for
the fiscal year ending September 30, 2007. Under the Plan, the President and CEO
has a target bonus of 40% of base salary, and the other executive officers have
a target bonus of 30% of base salary. Bonus awards may range from 0% of target
to 150% of target, based on the compensation committee's evaluation of five
performance categories: (1) quality and level of earnings, (2) stock
performance, (3) balance sheet management, (4) market share growth, and (5) risk
management. At the end of each year, an evaluation of performance in each
category will be undertaken, and ratings between 1 and 5 will be assigned for
each category, with 5 representing outstanding and 1 representing
unsatisfactory. The ratings will be multiplied by the weighting assigned each
year by the compensation committee to each category to arrive at a score. If two
out of five categories receive a score of 1, no payout will be earned. The
compensation committee is authorized to adjust individual awards based on
extraordinary circumstances.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 19, 2006, the Board of Directors approved an amendment to
Article II, Section 10 of the Company's Bylaws regarding director
qualifications. As amended, the requirement that a director reside or work in a
county in which Provident Bank maintains an office or in a county contiguous to
a county in which Provident Bank maintains an office shall apply only to the
initial appointment, nomination or election to the board. A copy of the amended
and restated Article II, Section 10 of the Bylaws is filed as an exhibit to this
Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
3 Article II, Section 10 of the Company's Bylaws, as amended.
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.
PROVIDENT NEW YORK BANCORP
DATE: December 22, 2006 By: /s/ Daniel Rothstein
---------------------------------------
Daniel Rothstein
Executive Vice President and
Corporate Secretary
EXHIBIT INDEX
The following exhibits are furnished as part of this report:
Exhibit No. Description
----------- -----------
3 Article II, Section 10 of the Company's Bylaws, as amended.