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): September 20, 2021

Randolph Bancorp, Inc.

(Exact name of Registrant as Specified in Its Charter)

Massachusetts	001-37780	81-1844402
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2 Batterymarch Park, Suite 301, Quincy, Massachusetts 02169

(Address of principal executive offices)

(877) 963-2100

(Registrant’s telephone number, including area code)

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, par value $.01 per share	RNDB	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 (§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.

Randolph Bancorp, Inc. (the “Company”), the holding company of Envision Bank (the “Bank”), announced today that Paul R. Donovan retired as a member of the Board of Directors of the Company and the Bank, upon his attaining age 75, effective September 20, 2021. Mr. Donovan’s retirement is not the result of any disagreement with management or the Board related to our operations, policies or practices.

The Company does not expect to nominate any new member of the Board.

A copy of the press release announcing Mr. Donovan’s retirement is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1	Press release dated September 20, 2021
104	Cover Page Interactive Data File (embedded within the XBRL document)

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 thereunto duly authorized.

	Randolph Bancorp, Inc.
	By:	/s/ William M. Parent
	Name: Title:	William M. Parent President and Chief Executive Officer
Date: September 20, 2021

EX-99.1

Exhibit 99.1

2 Batterymarch Park, Suite 301, Quincy, MA 02169

News Release

For Immediate Release September 20, 2021 For More Information, Contact: William M. Parent, President and Chief Executive Officer (617-925-1955)  

RANDOLPH BANCORP, INC. AND ENVISION BANK ANNOUNCE DIRECTOR RETIREMENT

QUINCY, Massachusetts, September 20, 2021 – Randolph Bancorp, Inc. (the “Company”) (NASDAQ Global Market: RNDB), the holding company for Envision Bank (the “Bank”), today announced that Paul R. Donovan will retire as a member of the board of Directors of the Company and the Bank, effective September 20, 2021.

“It has been an honor to work with Paul over the past eight years,” said Kenneth K. Quigley, Jr., Board Chair of the Company and the Bank. “On behalf of the Board and the entire team, I want to thank Paul for his stewardship and thoughtful insights, especially on matters concerning information technologies which are critical for our business. His many contributions will have a lasting impact on the Company for years to come.”

On July 15, 2021, the Company announced the appointment of Evelyn Kaupp, Ronald Perry and Pamela Scott to the Board. Their appointment served to allow the Board to maintain effectiveness through the retirement of Mr. Donovan and fellow long-standing members John O’Connor and Janis Wentzell, who will retire as board members over the next six months upon attaining age 75.

About Randolph Bancorp, Inc.

Randolph Bancorp, Inc. is the holding company for Envision Bank and its Envision Mortgage Division. Envision Bank is a full-service community bank with five retail branch locations, loan operations centers in North Attleboro and Quincy, Massachusetts, three loan production offices located in Massachusetts and one loan production office in Southern New Hampshire.

2 Batterymarch Park, Suite 301, Quincy, MA 02169  |  877.963.2100  |  randolphbancorp.com

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Document and Entity Information	Sep. 20, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 20, 2021
Entity Registrant Name	Randolph Bancorp, Inc.
Entity Central Index Key	0001667161
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity File Number	001-37780
Entity Incorporation, State or Country Code	MA
Entity Tax Identification Number	81-1844402
Entity Address, Address Line One	2 Batterymarch Park
Entity Address, Address Line Two	Suite 301
Entity Address, City or Town	Quincy
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02169
City Area Code	877
Local Phone Number	963-2100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	RNDB
Security Exchange Name	NASDAQ