UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On November 22, 2024, BCB Bancorp, Inc. (the “Company”) filed a Certificate of Amendment to its Restated Certificate of Incorporation adding a new Article V, Part (M) with respect to its Series K Noncumulative Perpetual Preferred Stock (the “Series K Preferred Stock”). This amendment sets forth the number of shares to be included in the Series K Preferred Stock (4,000), and fixes the designation, powers, preferences, and rights of the shares of such new series and the qualifications, limitations and restrictions of and on such shares.
The rights of the holders of any prior series of preferred stock were not changed by this amendment, and the Certificate of Amendment confirms that the holders of the Series K Preferred Stock will rank on parity with shares of the Company’s Series J Noncumulative Perpetual Preferred Stock and its Series I Noncumulative Perpetual Preferred Stock.
The Certificate of Amendment to the Restated Certificate of Incorporation was approved by the Board of Directors of the Company on October 16, 2024, and became effective as of November 22, 2024. The Certificate of Amendment is attached hereto as Exhibit 3.1. No shares of Series K Preferred Stock have been issued or are outstanding as of the date of this filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following Exhibits are attached as part of this report.
| Exhibit |
Description | |
| 3.1 | Certificate of Amendment to Restated Certificate of Incorporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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: November 26, 2024 | By: | /s/ Ryan Blake | ||||
| Ryan Blake | ||||||
| Executive Vice President and Chief Operating Officer | ||||||
| (Duly Authorized Representative) | ||||||
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