Exhibit 99.1
Text of Amendments to the Provident Financial Services, Inc.
Amended and Restated By-Laws
Amendments to:
Article I, Section 1. C;
Article II, Section 10;and
Article V, Section 1
ARTICLE I- STOCKHOLDERS
Section 1. Annual Meeting.
C. For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of the
foregoing paragraph, (1) the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation, (2) such
business must be a proper matter for stockholder action under the
General Corporation Law of the State of Delaware, (3) if the
stockholder, or the beneficial owner on whose behalf any such proposal
or nomination is made, has provided the Corporation with a
Solicitation Notice, as that term is defined in subclause (c)(iii) of
this paragraph, such stockholder or beneficial owner must, in the case
of a proposal, have delivered a proxy statement and form of proxy to
holders of at least the percentage of the Corporation's voting shares
required under applicable law to carry any such proposal, or, in the
case of a nomination or nominations, have delivered a proxy statement
and form of proxy to holders of a percentage of the Corporation's
voting shares reasonably believed by such stockholder or beneficial
holder to be sufficient to elect the nominee or nominees proposed to
be nominated by such stockholder, and must, in either case, have
included in such materials the Solicitation Notice and (4) if no
Solicitation Notice relating thereto has been timely provided pursuant
to this section, the stockholder or beneficial owner proposing such
business or nomination must not have solicited a number of proxies
sufficient to have required the delivery of such a Solicitation Notice
under this section. To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal executive offices of the
Corporation not less than 120 days prior to the date of the
Corporation's proxy materials for the preceding year's annual meeting
of stockholders ("Proxy Statement Date"); provided, however, that if
the date of the annual meeting is advanced more than 30 days prior to
or delayed by more than 30 days after the anniversary of the preceding
year's annual meeting, notice by the stockholder to be timely must be
so delivered not later than the close of business on the 10th day
following the day on which public announcement of the date of such
meeting is first made.
Such stockholder's notice shall set forth (a) as to each person whom
the stockholder proposes to nominate for election or reelection as a
director all information relating to such person as would be required
to be disclosed in solicitations of proxies for the elections of such
nominees as directors pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and such
person's written consent to serve as a director if elected; (b) as to
any other business that the stockholder proposes to bring before the
meeting, a brief description of such business, the reasons for
conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on
whose behalf the proposal is made; (c) as to the stockholder giving
the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the Corporation's books, and of such
beneficial owner, (ii) the class and number of shares of the
Corporation that are owned beneficially and of record by such
stockholder and such beneficial owner and (iii) whether either such
stockholder or beneficial owner intends to deliver a proxy statement
and form of proxy to holders of, in the case of a proposal, at least
the percentage of the Corporation's voting shares required under
applicable law to carry the proposal or, in the case of a nomination
or nominations, a sufficient number of holders of the Corporation's
voting shares to elect such nominee or nominees (an affirmative
statement of such intent, a "Solicitation Notice").
ARTICLE II- BOARD OF DIRECTORS
Section 10. Qualification.
No director shall be eligible for election (or re-election) or appointment
to the Board of Directors after attaining the age of seventy-two (72).
ARTICLE V-STOCK
Section 1. Certificates of Stock or Book-Entry Shares.
Each stockholder shall be entitled to a certificate signed by, or in the
name of the Corporation by, the Chairman of the Board or the Chief Executive
Officer, and by the Secretary or an Assistant Secretary, or any Treasurer or
Assistant Treasurer, certifying the number of shares owned by him or her. Any or
all of the signatures on the certificate may be by facsimile. In case any
officer who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be an officer before such certificate is
issued, the certificate may be issued by the Corporation with the same effect as
if such officer was an officer of the Corporation on the date of its issue.
Alternatively, the ownership of some or all of any or all classes or
series of shares of stock of the Corporation may be recorded through the Direct
Registration System, or an equivalent system, whereby ownership of shares of the
Corporation are recorded in book-entry form on the books of the Corporation or
of the transfer agent designated to transfer shares of the stock of the
Corporation, and whereby stockholders receive an account statement, setting
forth such ownership, from the Corporation or its transfer agent in lieu of a
certificate.