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): June 2, 2010
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PROVIDENT FINANCIAL SERVICES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 001-31566 42-1547151
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
830 Bergen Avenue, Jersey City, New Jersey 07306-4599
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (201) 333-1000
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Not Applicable
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(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 Principal Officers; Election of Directors;
Appointment of Principal Officers.
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(c) Effective June 2, 2010, Frank S. Muzio, CPA joined The Provident Bank
as First Vice President and Chief Accounting Officer. The Provident Bank is the
wholly-owned savings bank subsidiary of Provident Financial Services, Inc. (the
"Company"). Mr. Muzio will oversee accounting policy and financial reporting for
the Company, and he will report to the Chief Financial Officer, Thomas M. Lyons.
Mr. Muzio, age 57, has more than 25 years of experience in banking and
financial services. Prior to joining The Provident Bank, Mr. Muzio was with
Sovereign Bancorp as Senior Vice President - Controller of the NY Metro
Division. Prior to that, he was Senior Vice President - Corporate Controller at
Independence Community Bank Corp. Earlier in his career, he served as Senior
Vice President - Corporate Planning and Analysis with Dime Bancorp.
The Company has agreed to enter into a Change in Control Agreement with Mr.
Muzio effective June 2, 2010. That change in control agreement, the form of
which was filed as an Exhibit to the Company's December 31, 2009 Annual Report
to Stockholders on Form 10-K (File No. 001-31566), provides certain benefits to
Mr. Muzio in the event of a change in control of the Company or The Provident
Bank. The agreement is for a term of 24 months, and provides that following a
change in control, the executive is entitled to a severance payment if:
o the executive's employment is terminated during the term of such
agreement, other than for cause, disability, or retirement; or
o the executive terminates employment during the term of the agreement
for good reason.
Good reason is generally defined to include:
o the assignment of duties materially inconsistent with the executive's
positions, duties or responsibilities as in effect prior to the change
in control;
o a reduction in his or her base salary or fringe benefits;
o a relocation of his or her principal place of employment by more than
25 miles from its location immediately prior to the change in control;
or
o a failure by Provident to obtain an assumption of the agreement by its
successor.
The change in control severance payment is equal to two times the highest
level of aggregate annualized base salary and other cash compensation paid to
the executive during the calendar year termination occurs, or during either of
the immediately preceding two calendar years, whichever is greater. In addition,
the executive is generally entitled to receive life, health, dental and
disability coverage for the remaining term of the agreement. Payments under the
change in control agreement are reduced to the extent necessary to prevent an
excess parachute payment under Section 280G of the Internal Revenue Code.
There have been no transactions between Mr. Muzio and the Company or The
Provident Bank of a nature reportable pursuant to Section 404 of SEC Regulation
S-K.
The Provident Bank issued a news release on June 3, 2010 to announce the
appointment of Mr. Muzio. The full text of the news release is attached as an
Exhibit to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
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(c) Exhibits.
Exhibit No. Description
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99.1 News release dated June 3, 2010.
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 FINANCIAL SERVICES, INC.
DATE: June 4, 2010 By: /s/Christopher Martin
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Christopher Martin,
Chairman, President
and Chief Executive Officer
EXHIBIT INDEX
Exhibit Description
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99.1 News release dated June 3, 2010.