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
July 13, 2012
Date of Report (Date of earliest event reported)
PEAPACK-GLADSTONE FINANCIAL CORPORATION
(Exact name of Registrant as Specified in its Charter)
New Jersey
(State or Other Jurisdiction of Incorporation)
| 001-16197 | 22-3537895 | |
| (Commission File Number) | (IRS Employer Identification No.) |
500 Hills Drive, Suite 300
Bedminster, New Jersey 07921-1538
(Address of principal executive offices)
(908) 234-0700
(Registrant's telephone number, including area code)
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-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; |
| Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | |
On July 13, 2012, Peapack-Gladstone Financial Corporation (the “Company”) issued a press release announcing that the Nominating Committee of the Board of Directors and Mr. Frank Kissel, Chairman and CEO of the Company, have determined to separate the position of Chairman from the position of CEO. In connection with that decision, Mr. Kissel will continue as Chairman and relinquish the position of CEO when the Board has elected a new CEO.
A copy of the press release is attached hereto as Exhibit 99 and incorporated by reference into this Item 5.02.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 99 | Press Release of the Company dated July 13, 2012 |
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.
| PEAPACK-GLADSTONE FINANCIAL CORPORATION | ||
| Dated: July 13, 2012 | By: /s/ Jeffrey J. Carfora______________________________________ | |
| Jeffrey J. Carfora | ||
| Executive Vice President and Chief Financial Officer and Chief Accounting Officer | ||
Exhibit Index
| Exhibit No. | Description |
| 99 | Press Release of the Company dated July 13, 2012 |
Contact:
Jeffrey J. Carfora, EVP and CFO
Peapack-Gladstone Financial Corporation
T: 908-719-4308
PEAPACK-GLADSTONE FINANCIAL CORPORATION
REPORTS INTENTION TO SEPARATE CHAIRMAN POSITION
BEDMINSTER, N.J.—July 13, 2012 – Peapack-Gladstone Financial Corporation (NASDAQ Global Select Market:PGC) announced today that the Nominating Committee of the Board of Directors and Mr. Frank Kissel, Chairman and CEO, have determined to separate the position of Chairman from the position of CEO. In connection with that decision, Mr. Kissel will continue as Chairman and relinquish the position of CEO when the Board has elected a new CEO.
Philip W. Smith, III, Chairman of the Nominating Committee, stated: "Management succession is an essential component of the Nominating Committee charter. With the repayment of our TARP preferred stock and warrants, and a slowly improving economic environment, the Committee and Mr. Kissel believe it is the right time to add to our management structure. Peapack-Gladstone Bank and PGB Trust and Investments have a long and proud history. We see this as a strong statement that we intend to continue that history as we position ourselves to take our Company to the next level of community banking.”
Mr. Kissel added "The Company's earnings, performance and stock price have been steadily improving. We believe we have added great strength in our management team over the past several years and this expansion in our management structure will enable us to take advantage of this momentum. This is an exciting time for our Company. We are moving in a very positive direction and a new CEO will have many opportunities to grow our businesses as we move into the future.
Robert Hawley, from The Hayden Group, has been retained by the Nominating Committee to assist in the selection process. Since we have an exceptionally strong management bench, the Nominating Committee believes there may be internal candidates along with several from outside our organization. We are confident that the Committee will identify an outstanding individual to lead our Company.”