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): July 1, 2024

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.

(d) Effective July 1, 2024, the Registrant’s Board of Directors increased the size of the Board of Directors by one, and elected Raymond J. Vanaria, age 65, to serve as a director of the Registrant in the class whose term expires in 2026. He will also serve as a director of the Registrant’s wholly-owned subsidiary, BCB Community Bank (the “Bank”). Mr. Vanaria is a Member of the certified public accounting firm, Malesardi, Quackenbush, Swift & Company LLC, a firm he joined in 1983. He served as a Director of Prudential Bancorp, Inc., Philadelphia, Pennsylvania, and its wholly owned subsidiary Prudential Bank, from July 2020 until June 2022; a Director of MSB Financial Corp., Millington, New Jersey, and its wholly owned subsidiary, Millington Bank, from January 2016 until July 2020; a Director of ConnectOne Bancorp, Inc., Englewood Cliffs, New Jersey, and its wholly owned subsidiary, ConnectOne Bank, from July 2014 until January 2016; and a Director of Center Bancorp, Inc., Union, New Jersey, and its wholly owned subsidiary, Union Center National Bank, from 2007 to July 2014.

Mr. Vanaria will serve on the Registrant’s Audit Committee and ALCO Committee. He will be compensated for his service as a director on the same basis as the other non-employee directors of the Registrant, including board fees and the eligibility to receive stock-based awards and other compensation paid to the Registrant’s directors.

There have been no transactions within the last fiscal year, or any currently proposed transactions, in which the Registrant or the Bank was or is to be a participant and in which Mr. Vanaria has or had a direct or indirect material interest which would be required to be reported under Item 404(a) of Regulation S-K.

A copy of the press release announcing Mr. Vanaria’s election is provided as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release of BCB Bancorp, Inc. announcing election of Raymond J. Vanaria dated July 2, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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: July 2, 2024	By:	/s/ Ryan Blake
		Ryan Blake
		Executive Vice President, Chief Operating Officer and Corporate Secretary
		(Duly Authorized Representative)

3

EX-99.1

Exhibit 99.1

Contact:
Michael Shriner	Ryan Blake
President & CEO	Chief Operating Officer
201.823.0700, ext. 3270	201.823.0700, ext. 2076
mshriner@bcb.bank	rblake@BCB.Bank

BCB Bancorp, Inc. and BCB Community Bank Elect Raymond J. Vanaria to its Boards of Directors

Bayonne, NJ – July 2, 2024 – BCB Bancorp, Inc. (the “Company”), (NASDAQ: BCBP), the holding company for BCB Community Bank (the “Bank” or “BCB”), today announced the election of Raymond J. Vanaria to the Board of Directors of both BCB Bancorp, Inc. and BCB Community Bank, effective immediately.

Mr. Vanaria joined Malesardi, Quackenbush, Swift & Company LLC as an accountant in 1983, and became a member of the firm in 1988. He specializes in individual and corporate taxation, auditing, and small business consulting. Mr. Vanaria has deep experience in the areas of corporate governance and auditing. He has served on the Board of Directors for Fulton Bank (formerly Prudential Bank of Philadelphia), Millington Bank, and ConnectOne Bank (formerly Center Bancorp), serving as Chair of the Audit Committee of the latter two. He is a member of the American Institute of Certified Public Accountants, the New Jersey Society of Certified Public Accountants and MSI Global Alliance. Mr. Vanaria graduated Magna Cum Laude from Fairleigh Dickinson University with a Bachelor of Science degree and a Master of Business Administration - Finance.

“We are very pleased to have Raymond join our Boards of Directors and serve as Chair of the Audit Committee,” said Mr. Mark D. Hogan, Chairman of the Board. “Raymond is exceedingly well known and highly respected in our business communities. His extensive background in accounting and taxation will complement the skills represented on the Board of Directors.”

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 twenty-seven 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	Jul. 01, 2024
Cover [Abstract]
Entity Registrant Name	BCB BANCORP INC
Amendment Flag	false
Entity Central Index Key	0001228454
Document Type	8-K
Document Period End Date	Jul. 01, 2024
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
Written Communications	false
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