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): May 22, 2018

INVESTORS BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware	001-36441	46-4702118
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
101 JFK Parkway, Short Hills, New Jersey		07078
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code:      (973) 924-5100

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 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)(c)(e) Following the Annual Meeting of Stockholders, on May 22, 2018 the Board of Directors of Investors Bancorp, Inc. (the "Company") and Investors Bank determined that Kevin Cummings, who as of the Annual Meeting and as disclosed in the Proxy Statement, became Chairman of the Board of Directors of the Company and the Bank as of the date of the Annual Meeting, would discontinue as President of the Company and the Bank, and would be replaced in that position by Dominick A. Cama, who has served as Senior Executive Vice President and Chief Operating Officer of the Company and the Bank since 2010. Mr. Cummings continues as Chairman and Chief Executive Officer of the Company and the Bank. Reference is made to the Proxy Statement dated April 12, 2018 for information concerning Mr. Cama that is required under Section 401(b), (d) and (e) of Regulation S-K.  There are no transactions between Mr. Cama and the Company that would be reportable under Item 404(a) of Regulation S-K.

As a result of the foregoing, on July 9, 2018 the Company entered into individual acknowledgment and consent agreements with each of Messrs. Cummings and Cama, pursuant to which the executives acknowledged and agreed that the assignment of the new positions did not constitute a breach of their employment agreements with the Company dated August 18, 2008 (the "Employment Agreements") or an "event of termination" as defined under the Employment Agreements.  The executives further agreed that the new executive positions with the Company and the Bank will be their "executive positions" as described in the Employment Agreements, and that their duties and responsibilities to the Company and the Bank will be commensurate with such new executive positions.

Item 9.01. Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

(d) Exhibit No.Description

10.1 Acknowledgement and Consent Agreement between Kevin Cummings and Investors Bancorp, Inc., dated July 9, 2018.

10.2 Acknowledgement and Consent Agreement between Domenick Cama and Investors Bancorp, Inc., dated July 9, 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.

		INVESTORS BANCORP, INC.
DATE: July 10, 2018	By:	/s/ Brian F. Doran
		Brian F. Doran
		Senior Vice President, General Counsel and Corporate Secretary

EX-10.1

EXHIBIT 10.1

Acknowledgement and Consent

This Acknowledgement and Consent (the "Acknowledgement and Consent") is entered into pursuant to the Employment Agreement (the "Employment Agreement"), dated as of August 18, 2008, by and between Kevin Cummings ("Executive") and Investors Bancorp, Inc. (the "Company"), and is effective as of July 9, 2018.

WHEREAS, pursuant to the terms of the Employment Agreement, Executive has served as President and Chief Executive Officer of the Company and Investors Bank, the wholly owned subsidiary of the Company (the "Bank"); and

WHEREAS, effective May 22, 2018, Executive was also appointed Chairman of the Board of Directors of the Company and the Bank; and

WHEREAS, in accordance with management succession plans approved by the Board in consultation with Executive, effective May 22, 2018, Executive will discontinue service as President of the Company and the Bank, and will serve in the position as Chief Executive Officer and Chairman of the Board of the Company and the Bank (the "New Position").

NOW, THEREFORE, the Executive hereby consents to and acknowledges the following related to his Employment Agreement:

1. Executive hereby consents to serving as Chairman of the Board of Directors and Chief Executive Officer, but not President, of the Company and the Bank, and agrees and acknowledges that the failure to continue Executive as President of the Company and the Bank does not constitute a breach of the Employment Agreement.

2. Executive acknowledges and agrees that the failure to continue Executive as President of the Company and the Bank, and any related changes to Executive's functions, duties and responsibilities, does not constitute an "Event of Termination" for purposes of Section 6 of the Employment Agreement.

3. Executive acknowledges that for purposes of the Employment Agreement, the New Position will be his executive position and his responsibilities, duties and responsibilities to Investors will be commensurate with the New Position.

[Signature Page to Follow]

The parties hereto have signed this Acknowledgment and Consent as of the dates below.

Executive:

/s/ Kevin Cummings

Kevin Cummings

Date:  July 9, 2018

Investors Bancorp, Inc.

By:/s/ Elaine Rizzo

Title: SVP and Chief Human Resources Officer

Date: July 9, 2018

EX-10.2

EXHIBIT 10.2

Acknowledgement and Consent

This Acknowledgement and Consent (the "Acknowledgement and Consent") is entered into pursuant to the Employment Agreement (the "Employment Agreement"), dated as of August 18, 2008, by and between Domenick Cama ("Executive") and Investors Bancorp, Inc. (the "Company"), and is effective as of July 9, 2018.

WHEREAS, pursuant to the terms of the Employment Agreement, Executive has served as Senior Executive Vice President and Chief Operating Officer of the Company and Investors Bank, the wholly owned subsidiary of the Company (the "Bank"); and

WHEREAS, in accordance with management succession plans approved by the Board in consultation with Executive, effective May 22, 2018, Executive was promoted to the position of President of the Company and the Bank (the "New Position").

NOW, THEREFORE, the Executive hereby consents to and acknowledges the following related to his Employment Agreement:

1. Executive hereby consents to serving as President of the Company and the Bank, and agrees and acknowledges that the failure to continue Executive as Senior Executive Vice President and Chief Operating Officer of the Company and the Bank does not constitute a breach of the Employment Agreement.

2. Executive acknowledges and agrees that the failure to continue Executive as Senior Executive Vice President and Chief Operating Officer of the Company and the Bank, and any related changes to Executive's functions, duties and responsibilities, does not constitute an "Event of Termination" for purposes of Section 6 of the Employment Agreement.

3. Executive acknowledges that for purposes of the Employment Agreement, the New Position will be his executive position and his responsibilities, duties and responsibilities to Investors will be commensurate with the New Position.

[Signature Page to Follow]

The parties hereto have signed this Acknowledgment and Consent as of the dates below.

Executive:

/s/ Domenick Cama

Domenick Cama

Date:  July 9, 2018

Investors Bancorp, Inc.

By:/s/ Elaine Rizzo

Title: SVP, Chief Human Resources Officer

Date: July 9, 2018