-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MKPYXa3taGQIjvzx0PVRe77Mjta93bL+cwFFUfGri54YGylTwV9Dhm9fPMdUgIVT cJAh+2rWbp7y4L/rnT1QTg== 0000943374-09-001011.txt : 20090717 0000943374-09-001011.hdr.sgml : 20090717 20090717162951 ACCESSION NUMBER: 0000943374-09-001011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090716 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090717 DATE AS OF CHANGE: 20090717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENT FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0001178970 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 421547151 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31566 FILM NUMBER: 09951147 BUSINESS ADDRESS: STREET 1: 830 BERGEN AVENUE CITY: JERSEY CITY STATE: NJ ZIP: 07306 BUSINESS PHONE: 2013331000 8-K 1 form8k_071709.txt FORM 8-K (NIRO) FILED 7-17-09 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): July 16, 2009 ------------- PROVIDENT FINANCIAL SERVICES, INC. ---------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 001-31566 42-1547151 - ----------------------------- ---------------------- --------------------- (State or Other Jurisdiction) (Commission File No.) (I.R.S.Employer of Incorporation) Identification No.) 830 Bergen Avenue, Jersey City, New Jersey 07306-4599 - ------------------------------------------ ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (201) 333-1000 -------------- 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 1.02 Termination of a Material Definitive Agreement ---------------------------------------------- Upon the retirement of Linda A. Niro as Executive Vice President and Chief Financial Officer, effective as of September 29, 2009, as disclosed in Item 5.02 of this Current Report on Form 8-K, the amended and restated change in control agreement that Provident Financial Services, Inc. (the "Company") previously entered into with Ms. Niro will terminate . The amended and restated change in control agreement, the form of which was filed as an Exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2008, would have provided certain benefits to Ms. Niro in the event of a change in control of the Company or The Provident Bank followed by the termination of Ms. Niro's employment, including circumstances that would constitute a constructive termination of employment. Item 5.02 Departure of Director or Principal Officers; Election of Directors; Appointment of Principal Officers -------------------------------------------------------------------- On July 16, 2009, the Company and its wholly owned subsidiary, The Provident Bank (the "Bank"), announced that Linda A. Niro, Executive Vice President and Chief Financial Officer, will retire from employment, effective September 29, 2009. In exchange for releases of all possible claims against the Bank and the Company and Ms. Niro's agreement to be available to consult with the Bank and Company following her retirement, the Bank has agreed to make a lump-sum payment to Ms. Niro following her retirement, in the amount of $686,695, subject to applicable withholding taxes, and to pay 100% of the premiums for health care coverage, dental insurance, vision benefits and life insurance for a period of twenty-four months following her retirement date. Effective upon Ms. Niro's retirement, Thomas M. Lyons, Senior Vice President and Chief Accounting Officer of the Bank, will assume the title of Chief Financial Officer of the Company and the Bank. Item 9.01. Financial Statements and Exhibits --------------------------------- (a) Financial Statements of Businesses Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Shell Company Transactions. Not applicable. (d) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release dated July 16, 2009. 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: July 17, 2009 By: /s/Paul M. Pantozzi --------------------------------------- Paul M. Pantozzi Chairman and Chief Executive Officer EX-99.1 2 exhform8k_071709.txt PRESS RELEASE TO FORM 8-K FILED 07-17-09 NEWS RELEASE CONTACT: Kenneth J. Wagner, SVP Investor Relations Provident Financial Services, Inc. (201) 915-5344 FOR RELEASE: 7:45 A.M. Eastern Time: July 16, 2009 Provident Financial Services, Inc. Announces Retirement of CFO and Designation of Successor JERSEY CITY, NJ, July 16, 2009 ---/ PRNewswire-First Call/ Provident Financial Services, Inc. (NYSE:PFS) (the "Company") announced that Linda A. Niro, Executive Vice President and Chief Financial Officer of the Company and The Provident Bank, will retire effective September 29, 2009. Thomas M. Lyons, First Vice President and Chief Accounting Officer of The Provident Bank has been appointed Senior Vice President and will assume the title of Chief Financial Officer of both the Company and The Provident Bank upon Ms. Niro's retirement. Ms. Niro, who has held many positions with The Provident Bank throughout her distinguished career spanning over 30 years, has served as Chief Financial Officer of the Company since its formation in 2003 in connection with the mutual-to-stock conversion of The Provident Bank, and as Chief Financial Officer of The Provident Bank since 2000. During her career, Provident has grown from a primarily Hudson County-based savings bank with assets of approximately $660 million to a full service community bank with over $6 billion in assets and 81 banking offices throughout northern and central New Jersey. "Linda has played an instrumental role in leading Provident through periods of significant change in the banking industry, and in Provident's transition from a mutual savings bank to a publicly traded community banking company. We deeply appreciate her leadership and experience, which have contributed greatly to Provident's success," stated Paul M. Pantozzi, Chairman and Chief Executive Officer of the Company. "On behalf of the Board of Directors, executive management and all employees of Provident, we wish Linda the very best in her future endeavors." Mr. Lyons, who is a CPA, joined the Company and The Provident Bank in 2004 following the merger of First Sentinel Bancorp, Inc. with and into the Company. He was formerly Executive Vice President and Chief Financial Officer of First Sentinel. In his current role as Chief Accounting Officer, Mr. Lyons oversees accounting policy and financial reporting. "While we will miss Linda's experience and leadership, we are fortunate to have an individual of Tom's caliber and experience to step in and assume the responsibilities of Chief Financial Officer," added Mr. Pantozzi. "We're confident that Tom's close working relationship with Linda over the past five years will allow for a seamless transition of responsibilities." About the Company Provident Financial Services, Inc. is the holding company for The Provident Bank, a community-oriented bank offering a full range of retail and commercial loan and deposit products. The Provident Bank officially marked its 170th year of existence this year, having been established in 1839. The Provident Bank currently operates 82 full service branches throughout northern and central New Jersey. 2 -----END PRIVACY-ENHANCED MESSAGE-----