0001628280-19-008281.txt : 20190624 0001628280-19-008281.hdr.sgml : 20190624 20190624162308 ACCESSION NUMBER: 0001628280-19-008281 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190624 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: 20190624 DATE AS OF CHANGE: 20190624 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: 19915487 BUSINESS ADDRESS: STREET 1: 830 BERGEN AVENUE CITY: JERSEY CITY STATE: NJ ZIP: 07306 BUSINESS PHONE: 2013331000 8-K 1 a8-k062419electionofdirect.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): June 20, 2019
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol
Symbol(s)
 
Name of each exchange on which registered
Common
 
PFS
 
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company 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 June 20, 2019, the Board of Directors (the “Board”) of Provident Financial Services, Inc. (the “Company”) increased the size of the Board from ten to eleven members and elected Ursuline F. Foley to the Board. Ms. Foley 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 June 24, 2019 to announce the election of Ms. Foley to the Board. The full text of the news release is attached as an Exhibit to this Current Report on Form 8-K.

Ms. Foley was appointed to serve as a member of the Audit Committee of the Board. The Board affirmatively determined that Ms. Foley 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 Ms. Foley and any other person pursuant to which she 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 Ms. Foley 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 her service on the Board, Ms. Foley 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 15, 2019.

Item 9.01.    Financial Statements and Exhibits

(a)
Financial Statements of Business 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 June 24, 2019







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 24, 2019
 
By:/s/ John Kuntz
 
 
 
John Kuntz
 
 
 
Senior Executive Vice President, General Counsel & Corporate Secretary
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






EXHIBIT INDEX


Exhibit        Description

99.1
News release dated June 24, 2019.





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




                              


NEWS RELEASE



PROVIDENT FINANCIAL SERVICES, INC. AND PROVIDENT BANK
NAME URSULINE FOLEY TO THE BOARD OF DIRECTORS

ISELIN, NJ June 24, 2019 - Provident Financial Services, Inc. (NYSE:PFS) (the “Company”) today announced that Ursuline F. Foley has been named to the boards of directors of the Company and its wholly owned subsidiary, Provident Bank.

Foley brings more than three decades of global experience in financial services and technology, having most recently served as Chief Corporate Operations Officer, Chief Information Officer, Chief Data Officer and Managing Director with XL Group.
 
“I am delighted to welcome Ursuline to our boards. Her extensive global experience in financial services and technology from a successful career with XL group will strengthen our boards’ breadth of talent and depth of knowledge”, said Christopher Martin, Provident’s chairman, president and chief executive officer. “I am confident her proven leadership in the areas of technology and innovation strategy will be extremely valuable as Provident continues to enhance its digital and mobile banking capabilities”, added Martin.

“I have always admired Provident for its strong commitment to providing customers with a best-in-class experience,” said Foley. “I am honored to be joining the board and look forward to working with Chris and the directors.”

Foley holds a Bachelor of Science and Teaching Diploma from University College, Cork, Ireland, a Master’s of Science from Pace University, New York, NY, and Leadership in Technology Certification from Babson College, Wellesley, MA. She is Chairman and prior President of the Westchester Fairfield Society for Information Management, and is a member of Pace University Seidenberg School Advisory Board, University of Bridgeport Advisory Board, Rutgers University Cyber Security Advisory Board, Accenture Insurance Innovation Advisory Board, and a member of the National Association of Corporate Directors.

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