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 21, 2022

DIME COMMUNITY BANCSHARES, INC.

(Exact name of the registrant as specified in its charter)

New York	001-34096	11-2934195
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

898 Veterans Memorial Highway, Suite 560
Hauppauge, New York	11788
(Address of principal executive offices)	(Zip Code)

(631) 537-1000

(Registrant’s telephone number)

N/A

(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-4c)

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, $0.01 Par Value	DCOM	The Nasdaq Stock Market, LLC
Preferred Stock, Series A, $0.01 Par Value	DCOMP	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.

By letter received by Dime Community Bancshares, Inc. (the “Company”) on September 21, 2022, Vincent F. Palagiano informed the Board of Directors of the Company and its wholly-owned subsidiary, Dime Community Bank (the “Bank”), that he is retiring from the Board of Directors of the Company and the Bank, for personal reasons, effective September 21, 2022. There were no disagreements between Director Palagiano and the Company or the Bank. Director Palagiano originally joined the Board of Directors of The Dime Savings Bank of Williamsburgh, a predecessor of the Bank, in 1978.

On September 21, 2022, Paul M. Aguggia was appointed to the Board of Directors of the Company, effective immediately, to fill the position vacated by the retirement of Vincent F. Palagiano.  Mr. Aguggia will serve for a term that will expire at the annual meeting of the shareholders of the Company in 2023.  Mr. Aguggia was also appointed to the Board of Directors of the Bank.  Mr. Aguggia will serve on the Credit Risk, Enterprise Risk, and Compliance Committees of the Board of Directors.

Mr. Aguggia is currently a corporate services attorney and Partner at Holland & Knight LLP and works out of the firm’s Washington, D.C. and New York offices. He previously served as the Chairman of the Board of Directors, President and Chief Executive Officer of Clifton Bancorp Inc. from January 2014 until its merger with Kearny Financial Corp., for which he served on the Board of Directors until October 2018.

There are no arrangements or understandings between Mr. Aguggia and any other person pursuant to which Mr. Aguggia became a director.  Mr. Aguggia is not a party to any transaction with the Company that would require disclosure under 404(a) of the Securities and Exchange Commissions’ Regulation S-K.

A copy of the press release announcing Director Palagiano’s retirement is attached to this Current Report on Form 8-K as Exhibit 99.1, and a copy of the press release announcing Mr. Aguggia’s appointment to the Board of Directors is attached to this Current Report on Form 8-K as Exhibit 99.2.

Item 9.01      Financial Statements and Exhibits

(d) Exhibits

99.1	Press Release of the Registrant, dated September 21, 2022, announcing the retirement of a Director.
99.2	Press Release of the Registrant, dated September 21, 2022, announcing the appointment of a Director.
104	Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURE

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.

	Dime Community Bancshares, Inc. (Registrant)
DATE:  September 21, 2022	/s/ PATRICIA M. SCHAUBECK
	Patricia M. Schaubeck
	Executive Vice President & General Counsel

EX-99.1

EXHIBIT 99.1

Dime Community Bancshares Inc. Announces Retirement of
Vincent F. Palagiano from Board of Directors

HAUPPAUGE, N.Y., September 21, 2022 (GLOBE NEWSWIRE) -- Dime Community Bancshares, Inc. (NASDAQ: DCOM) (the “Company” or “Dime”), the parent company of Dime Community Bank (the “Bank”) announced today that Vincent F. Palagiano is retiring from the Board of Directors, effective September 21, 2022.

Mr. Palagiano began his career with The Dime Savings Bank of Williamsburgh (“Dime Savings Bank”) in 1970 as a loan appraiser. He subsequently rose to Chief Lending Officer, and later to Chairman and Chief Executive Officer of Dime Savings Bank. Following the closing of the Company’s merger of equals transaction in 2021, Mr. Palagiano maintained his board role at the pro forma Company.

"Vinny has made an extraordinary and unmatched contribution to our organization during his five-decade association," said Executive Chairman, Kenneth J. Mahon, on behalf of the Company's and Bank's Boards of Directors. "He was one of the longest serving Chief Executives of a community bank and he presided over Dime Savings Bank’s successful mutual to public conversion in 1996. In addition, he navigated the institution through many cycles successfully. Following his retirement from an executive management role in 2016, he has been an excellent board member providing us sound counsel and guidance on many important matters. While we will miss his leadership and insights, I am thankful for his service and wish Vinny and his family all the best following his retirement.”

Mr. Palagiano stated, "Looking back over my career, I am incredibly proud of how our organization has grown and evolved over the decades. We are now a highly profitable, well diversified institution that is the leading community commercial bank on Greater Long Island. I will cherish all the relationships I have made over the decades and remain very excited about Dime’s future and prospects.”

ABOUT DIME COMMUNITY BANCSHARES, INC.

Dime Community Bancshares, Inc. is the holding company for Dime Community Bank, a New York State-chartered trust company with over $12.3 billion in assets and the number one deposit market share among community banks on Greater Long Island ⁽¹⁾.

Dime Community Bancshares, Inc.Investor Relations Contact:Avinash ReddySenior Executive Vice President – Chief Financial OfficerPhone: 718-782-6200; Ext. 5909Email: avinash.reddy@dime.com

⁽¹⁾ Aggregate deposit market share for Kings, Queens, Nassau & Suffolk counties for community banks with less than $20 billion in assets.

EX-99.2

EXHIBIT 99.2

Dime Community Bancshares Inc. Appoints Paul M. Aguggia
to its Board of Directors

HAUPPAUGE, N.Y., September 21, 2022 (GLOBE NEWSWIRE) -- Dime Community Bancshares, Inc. (NASDAQ: DCOM) (the “Company” or “Dime”), the parent company of Dime Community Bank (the “Bank”) announced the appointment of Paul M. Aguggia to the Board of Directors effective as of September 21, 2022. Mr. Aguggia will fill the position vacated by the retirement of Vincent F. Palagiano.

Kenneth J. Mahon, Executive Chairman of Dime, said “Paul’s experience as director and executive of a publicly traded bank and his current role as a corporate services attorney and Partner at a leading law firm give him significant insight into a broad array of corporate governance, regulatory and strategic issues. He is very familiar with our institution already and we look forward to having him join our Board.”

Kevin O’ Connor, Chief Executive Officer of Dime, commented "We are pleased to welcome Paul to Dime. His background in community banking and his keen legal insight will be invaluable to our Board as we continue to grow the premier community commercial bank on Greater Long Island.”

Mr. Aguggia is currently a corporate services attorney and Partner at Holland & Knight LLP and works out of the firm’s Washington, D.C. and New York offices.  Mr. Aguggia previously served as the Chairman of the Board of Directors, President and Chief Executive Officer of Clifton Bancorp Inc. from January 2014 until its merger with Kearny Financial Corp., for which he served on the Board of Directors until October 2018. Mr. Aguggia also was a member of the Board of Directors of Square 1 Bank, a financial institution serving entrepreneurs and the venture capital community. Mr. Aguggia previously served as Chairman of an international law firm.  Mr. Aguggia holds a bachelor’s degree from Colgate University and completed his J.D. from Duke University School of Law.

ABOUT DIME COMMUNITY BANCSHARES, INC.

Dime Community Bancshares, Inc. is the holding company for Dime Community Bank, a New York State-chartered trust company with over $12.3 billion in assets and the number one deposit market share among community banks on Greater Long Island ⁽¹⁾.

Dime Community Bancshares, Inc.Investor Relations Contact:Avinash ReddySenior Executive Vice President – Chief Financial OfficerPhone: 718-782-6200; Ext. 5909Email: avinash.reddy@dime.com

⁽¹⁾ Aggregate deposit market share for Kings, Queens, Nassau & Suffolk counties for community banks with less than $20 billion in assets.

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Common Stock
Document Information [Line Items]
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Preferred Stock, Series A [Member]
Document Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series A, $0.01 Par Value
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