8-K

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): December 28, 2023

BCB BANCORP, INC.

(Exact name of Registrant as Specified in its Charter)

New Jersey	0-50275	26-0065262
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

104-110 Avenue C Bayonne, New Jersey	07002
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (201) 823-0700

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:

☐ 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(s)	Name of each exchange on which registered
Common Stock, no par value	BCBP	The Nasdaq Stock Market LLC

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) Appointment of a New Principal Executive Officer and President.

On December 28, 2023, BCB Bancorp, Inc. (the “Company”), the holding company for BCB Community Bank (the “Bank”), issued a press release (the “Press Release”) reporting that the Company and the Bank appointed Michael A. Shriner (“Mr. Shriner”) as its President and Chief Executive Officer, effective January 1, 2024. The Company had filed a Current Report on Form 8-K with respect to this event on December 21, 2023 (the “December 21 8-K”). A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 5.02.

(d) Election of New Director

On December 28, 2023, the Board of Directors of the Company elected Mr. Shriner as a director of the Company effective January 1, 2024. The Company has not yet determined the committees on which Mr. Shriner will serve. The December 21 8-K disclosed Mr. Shriner’s employment relationship with the Company and the Bank and a summary of the terms of his employment agreement. Mr. Shriner was also elected to the Board of Directors of the Bank effective January 1, 2024.

(e) Amendment of Employment Agreement and Termination of Consulting Agreement

On December 28, 2023, the Company, the Bank and Thomas M. Coughlin, the current President and Chief Executive Officer of the Company and the Bank who is retiring from such positions effective December 31, 2023, further amended (the “Second Amendment”) Mr. Coughlin’s Employment Agreement dated as of September 1, 2022, as amended by an Amendment to Employment Agreement dated August 4, 2023 (collectively, the “Original Employment Agreement”). The Second Amendment provides that Mr. Coughlin’s termination of employment shall not be deemed an automatic resignation by him from the Boards of Directors of the Company and the Bank, as Section 6 of the Original Employment Agreement had provided. Therefore, Mr. Coughlin will remain on such boards after December 31, 2023 until the annual meeting of shareholders of the Company to be held in 2024 (the “2024 Annual Meeting”).

Under the Second Amendment, the Company has agreed that, provided Mr. Coughlin is recommended for nomination by the Company’s Nominating and Corporate Governance Committee in accordance with its charter, Mr. Coughlin will be nominated by the Company’s Board of Directors for election to the Board at the 2024 Annual Meeting. However, he will be nominated for election to the class of directors whose terms expire at the annual meeting of shareholders of the Company to be held in 2025.

Also on December 28, 2023, the Company, the Bank and Mr. Coughlin agreed to terminate immediately the Consulting Agreement among such parties dated as of August 3, 2023, which was to be effective as of January 1, 2024 (the “Consulting Agreement”).

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following Exhibits are attached as part of this report.

Exhibit Number	Description
99.1	Press Release, dated December 28, 2023
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: December 29, 2023	By:	/s/ Jawad Chaudhry
		Jawad Chaudhry
		Executive Vice President and Chief Financial Officer
		(Duly Authorized Representative)

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EX-99.1

Exhibit 99.1

Contact:
Pam Sclafane	Ryan Blake
Vice President, Marketing	Chief Operating Officer
201.823.0700, ext. 2038	201.823.0700, ext. 2076
psclafane@BCB.Bank	rblake@BCB.Bank

BCB Bancorp, Inc. Names Michael A. Shriner President and Chief Executive Officer

Bayonne, NJ – December 28, 2023 – BCB Bancorp, Inc. (the “Company”), (NASDAQ: BCBP), the holding company for BCB Community Bank (the “Bank” or “BCB”)), today announced that Michael A. Shriner has been named President and Chief Executive Officer of BCB Bancorp and BCB Community Bank, effective January 1, 2024. Retiring President and Chief Executive Officer Thomas M. Coughlin, 63, will continue to serve on the Company’s Board of Directors.

Mr. Shriner, a 35-year veteran of banking, was formerly President and Chief Executive Officer of Millington, New Jersey-based MSB Financial Corp. and Millington Bank prior to being acquired by Kearny Bank. Under his leadership, he converted Millington Bank from a mutual holding company structure to a fully public institution through a Second Step Conversion. Mr. Shriner joined Millington Bank in 1987 and held various commercial and corporate banking positions, including that of Chief Operating Officer and Board Member prior to his promotion to President and Chief Executive Officer in 2012. Most recently, he held the role of Market President for Kearny Bank, where he transitioned legacy Millington Bank customers to Kearny Bank following the merger acquisition. Mr. Shriner holds an Associate of Arts Degree in Business Administration from the University of New Hampshire and is a Graduate of The National School of Banking, Fairfield University.

“Michael Shriner’s success in leading a growing franchise will most certainly be an asset to our management team as BCB continues to expand,” said Mr. Mark D. Hogan, Chairman of the Board. “His knowledge of banking, finance, credit administration and risk management is exceptional. Michael has an established record of building a high-performance banking culture and results-driven profitability management. The Board and management are excited about the expertise, energy and professionalism that Michael brings to our organization.”

“BCB is committed to providing superior banking services to businesses and individuals in the community. I am excited to join and lead a team of professionals that delivers that commitment,” said Mr. Shriner. “I am confident we are building a great team that is capable of growing our business banking model and maximizing shareholder returns as we capitalize on opportunities taking place within the banking industry.”

Mr. Coughlin has been with the Bank since its inception, most recently serving as President and Chief Executive Officer of BCB Community Bank and BCB Bancorp since 2014. Believing that Bayonne was underserved by community banks, Mr. Coughlin, along with the support of local investors, founded Bayonne Community Bank in 2000.

“Tom Coughlin’s leadership and dedication are evident in the success BCB has experienced during his tenure,” said Mr. Hogan. “On behalf of the Board of Directors, I want to express our sincere appreciation to Tom for the leadership and guidance that he has provided.”

“It is an honor to have served BCB for almost 23 years,” said Mr. Coughlin. “Throughout my career, I have been fortunate to work with an outstanding group of banking professionals, and I am extremely proud of what we have accomplished together. BCB Bank has always maintained a strong commitment to serve our customers, communities, shareholders and employees.”

About BCB Bancorp, Inc.

Established in 2000 and headquartered in Bayonne, N.J., BCB Community Bank is the wholly-owned subsidiary of BCB Bancorp, Inc. (NASDAQ: BCBP). The Bank has 28 branch offices in Bayonne, Edison, Hoboken, Fairfield, Holmdel, Jersey City, Lyndhurst, Maplewood, Monroe Township, Newark, Parsippany, Plainsboro, River Edge, Rutherford, South Orange, Union, and Woodbridge, New Jersey, and four branches in Hicksville and Staten Island, New York. The Bank provides businesses and individuals a wide range of loans, deposit products, and retail and commercial banking services. For more information, please go to www.bcb.bank.

Forward-Looking Statements

This release, like many written and oral communications presented by BCB Bancorp, Inc., and our authorized officers, may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of said safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Company, are generally identified by use of words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “seek,” “strive,” “try,” or future or conditional verbs such as “could,” “may,” “should,” “will,” “would,” or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results.

In addition to factors previously disclosed in the Company’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”) and those identified elsewhere in this release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the inability to close loans in our pipeline; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; supply chain disruptions; any future pandemics and the related adverse local and national economic consequences; civil unrest in the communities that the company serves; customer acceptance of the Bank’s products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and actions of governmental agencies and legislative and regulatory actions and reforms.

XML

Document and Entity Information	Dec. 28, 2023
Cover [Abstract]
Entity Registrant Name	BCB BANCORP INC
Amendment Flag	false
Entity Central Index Key	0001228454
Document Type	8-K
Document Period End Date	Dec. 28, 2023
Entity Incorporation State Country Code	NJ
Entity File Number	0-50275
Entity Tax Identification Number	26-0065262
Entity Address, Address Line One	104-110 Avenue C
Entity Address, City or Town	Bayonne
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07002
City Area Code	(201)
Local Phone Number	823-0700
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Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, no par value
Trading Symbol	BCBP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false