0001628280-18-007281.txt : 20180529 0001628280-18-007281.hdr.sgml : 20180529 20180529170439 ACCESSION NUMBER: 0001628280-18-007281 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180529 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: 20180529 DATE AS OF CHANGE: 20180529 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: 18865386 BUSINESS ADDRESS: STREET 1: 830 BERGEN AVENUE CITY: JERSEY CITY STATE: NJ ZIP: 07306 BUSINESS PHONE: 2013331000 8-K 1 a8k052918electionofdirector.htm 8-K Document


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): May 24, 2018

PROVIDENT FINANCIAL SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
 
 
Delaware
 
001-31566
 
42-1547151
(State or Other Jurisdiction of Incorporation)
 
(Commission File No.)
 
(I.R.S. Employer Identification No.)
 
 
 
 
 
239 Washington Street, Jersey City, New Jersey
 
07302
(Address of Principal Executive Offices)
 
(Zip Code)
 
 
 
 
 
Registrant's telephone number, including area code 732-590-9200

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))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
                
(d) Election of Director. On May 24, 2018, the Board of Directors (the “Board”) of Provident Financial Services, Inc. (the “Company”) increased the size of the Board from nine to ten members and elected James P. Dunigan to the Board. Mr. Dunigan has also been elected to the Board of Directors of Provident Bank, the Company’s wholly owned subsidiary. The Company issued a news release on May 29, 2018 to announce the election of Mr. Dunigan to the Board. The full text of the news release is attached as an Exhibit to this Current Report on Form 8-K.

Mr. Dunigan was elected to the class of directors whose terms expire at the Company’s annual meeting of stockholders in 2019, and he was appointed to serve as a member of the Audit and Risk Committees. The Board affirmatively determined that Mr. Dunigan is an independent director pursuant to the Company’s Independence Standards and New York Stock Exchange corporate governance listing standards.

There is no arrangement or understanding between Mr. Dunigan and any other person pursuant to which Mr. Dunigan was elected as a director. There is no current or currently proposed transaction as to which the Company or any of its subsidiaries was or is to be a participant and in which Mr. Dunigan has or will have a direct or indirect material interest, and which would be reportable pursuant to Item 404(a) of Regulation S-K.

For his service on the Board, Mr. Dunigan will receive the standard compensatory arrangements provided to other non-employee directors of the Company, including cash retainers and stock awards as described in the Company’s Proxy Statement dated March 16, 2018.

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 News release dated May 29, 2018










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: May 29, 2018
 
 
By: /s/ John Kuntz
 
 
 
John Kuntz
 
 
 
Executive Vice President, General Counsel & Corporate Secretary
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     






EXHIBIT INDEX

Exhibit        Description

99.1 News release dated May 29, 2018.



EX-99.1 2 exhibit991-newsreleasemay2.htm EXHIBIT 99.1 Exhibit


NEWS RELEASE


FOR RELEASE 5:00 P.M. Eastern Time: May 29, 2018


Provident Financial Services, Inc. and Provident Bank
Name James P. Dunigan to the Board of Directors

ISELIN, NJ May 29, 2018 - Provident Financial Services, Inc. (NYSE:PFS) (the “Company”) today announced that James P. Dunigan has been named to the boards of directors of the Company and its wholly owned subsidiary, Provident Bank.

Mr. Dunigan has over 30 years of financial services industry experience having served in leadership roles with PNC Asset Management Group, the business segment serving the investment management needs of individuals and institutions for PNC Bank. Most recently, Mr. Dunigan served as Interim Chief Investment Officer of the Pennsylvania State Treasury until October 2017.

Mr. Dunigan is a graduate of Villanova University. He serves on the board of directors and is currently the President of the Union League of Philadelphia. Mr. Dunigan is also a member of the board of directors of the Economy League of Greater Philadelphia, the board of directors of the Philadelphia chapter of the National Association of Corporate Directors and a member of the advisory board of Strategas Research Partners, LLC, a global institutional brokerage and advisory firm.

“Jim Dunigan will be a great addition to our boards,” said Christopher Martin, Provident’s chairman, president and chief executive officer. “His extensive experience in the investment management business will be valuable to us as we continue to build-out our wealth business. His Pennsylvania roots and knowledge of those markets will benefit us as we expand our business in eastern Pennsylvania.”

About the Company
Provident Financial Services, Inc. is the holding company for Provident Bank, a community-oriented bank offering "commitment you can count on" since 1839. Provident Bank provides a comprehensive array of financial products and services through its network of branches throughout northern and central New Jersey, as well as Bucks, Lehigh and Northampton counties in Pennsylvania. The Bank also provides fiduciary and wealth management services through its wholly owned subsidiary, Beacon Trust Company.

Forward Looking Statements
Certain statements contained herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements may be identified by reference to a future period or periods, or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “estimate,” “project,” “intend,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms. Forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, those set forth in Item 1A of the Company's Annual Report on Form 10-K, as supplemented by its quarterly reports on Form 10-Q, and those related to the economic environment, particularly in the market areas in which the Company operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, changes in accounting policies and practices that may be adopted by the regulatory agencies and the accounting standards setters, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, acquisitions and the integration of acquired businesses, credit risk management, asset-liability





management, the financial and securities markets, and the availability of and costs associated with sources of liquidity.

The Company cautions readers not to place undue reliance on any such forward-looking statements which speak only as of the date made. The Company advises readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not have any obligation to update any forward-looking statements to reflect events or circumstances after the date of this statement.

CONTACT: Leonard G. Gleason, Senior Vice President and Investor Relations Officer, +1-732-590-9300