UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR
15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 17, 2021, Andrew LaBenne, the Senior Executive Vice President and Chief Financial Officer of Amalgamated Financial Corp. (the “Company”) and its wholly-owned subsidiary, Amalgamated Bank (the “Bank”), notified the Boards of Directors of the Company and the Bank (collectively, the “Boards”) that he will resign from the Company and the Bank, effective April 23, 2021. Mr. LaBenne’s departure is not due to any disagreement with the Company or the Bank regarding their respective operations, policies or practices. References in this Current Report on Form 8-K to “we,” “us,” and “our” refer to the Company and the Bank. However, if the discussion relates to a period before the effective date of our holding company reorganization on March 1, 2021, the terms refer only to the Bank.
On March 18, 2021, the Boards appointed Jason Darby, age 48, to serve as our Interim Chief Financial Officer, effective April 24, 2021. Mr. Darby has served as our Executive Vice President and Chief Accounting Officer since February 2018, and previously served as our Senior Vice President and Controller from July 2015 until February 2018. Mr. Darby has no family relationships with any of our executive officers or directors, and there have been no related party transactions between Mr. Darby and the Company that are reportable under Item 404(a) of Regulation S-K. In connection with his appointment as Interim Chief Financial Officer, we did not enter into any new, and did not amend any existing, compensatory arrangements, nor did we make any additional grants or awards to Mr. Darby.
We will make a subsequent announcement regarding Mr. LaBenne’s permanent successor.
Item 7.01 Regulation FD Disclosure.
On March 22, 2021, the Company issued a press release announcing Mr. LaBenne’s decision, which press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. See Exhibit Index below. | ||
| EXHIBIT INDEX | |||
| Exhibit Number |
Description | ||
| 99.1 | Press Release of Amalgamated Financial Corp. dated March 22, 2021 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline 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 hereunto duly authorized.
| AMALGAMATED FINANCIAL CORP. | |||
| By: | /s/ Jason Darby | ||
| Name: | Jason Darby | ||
| Title: | Chief Accounting Officer | ||
Date: March 22, 2021