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):  June 28, 2021

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:

☐	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)
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

On June 28, 2021, Dime Community Bancshares, Inc. (the “Company”) and its wholly-owned subsidiary, Dime Community Bank (the Bank”), entered into an amendment to the employment agreements (together, the “Amendments”) with each of Kevin M. O’Connor, Chief Executive Officer of the Company and the Bank, Stuart H. Lubow, President of the Company and the Bank,  Avinash Reddy, Senior Executive Vice President and Chief Financial Officer of the Company and the Bank, and Conrad J. Gunther, Executive Vice President and Chief Lending Officer of the Company and the Bank (each, an “Executive”).  The Amendment deletes a provision in each Executive’s employment agreement that would reduce payments to the Executive under certain circumstances in the event of a change in control of the Company within twenty-four months following the date of the merger of equals between Bridge Bancorp, Inc. and legacy Dime Community Bancshares, Inc., which occurred on February 1, 2021.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the form of Amendment which is attached hereto as Exhibit 10.1 of this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

10.1 Form of Amendment to Employment Agreement entered into with Kevin M. O’Connor, Stuart H. Lubow, Avinash Reddy and Conrad J. Gunther

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.

	DIME COMMUNITY BANCSHARES, INC.
DATE:  June 28, 2021	By:        /s/ Patricia M. Schaubeck
	Patricia M. Schaubeck
	Executive Vice President, General Counsel and Corporate Secretary

EX-10.1

EXHIBIT 10.1

FORM OF AMENDMENT TO

EMPLOYMENT AGREEMENT

Amendment, dated as of June 28, 2021 (the “Amendment”), to the Employment Agreement, dated as of ___________  ___, 2020 (the “Agreement”), by and between Dime Community Bancshares, Inc., a New York corporation (the “Company”), Dime Community Bank, a New York chartered trust company and a wholly owned subsidiary of the Company (the “Bank”), and _____________________________ (“Executive”).  Capitalized terms which are not defined herein shall have the same meaning as set forth in the Agreement.

W I T N E S S E T H:

WHEREAS, Section 7(c)(iv) of the Agreement provides that if a Change in Control occurs within twenty-four (24) months after the Effective Date, the payments in Section 7(c) shall be reduced (but not below zero) by the value (determined as of the date of vesting) of any portion of the One-Time Equity Grant specified under Section 3(C) of the Retention and Award Agreement between the Executive and the Company, dated as of _______ __, ____, that vests as a result of such Change in Control; and

WHEREAS, the Company, Bank and Executive have agreed to amend the Agreement to delete Section 7(c)(iv).

NOW, THEREFORE, in consideration of the premises, the mutual agreements herein set forth and such other consideration the sufficiency of which is hereby acknowledged, the Company, Bank and Executive hereby agree as follows:

Section 1.  Section 7(c)(iv) of the Agreement is deleted in its entirety.

Section 2. Effectiveness.  This Amendment shall be deemed effective as of the date first above written, as if executed on such date.  Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect and shall be otherwise unaffected.

 Section 3.  Governing Law.  This Amendment and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of New York.

Section 4.  Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed an original, and all of which together shall constitute but one and the same instrument.

Section 5.  Compliance with Section 409A.  This Agreement shall be interpreted and administered consistent with Section 409A of the Code.

IN WITNESS WHEREOF, the Company, Bank and the Executive have duly executed this Amendment as of the day and year first written above.

DIME COMMUNITY BANCSHARES, INC.

By:____________________________________

DIME COMMUNITY BANK

By:________________________________

EXECUTIVE

____________________________________

XML

Document and Entity Information	Jun. 28, 2021
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 28, 2021
Entity Registrant Name	Dime Community Bancshares, Inc. /NY/
Entity Incorporation, State or Country Code	NY
Entity File Number	001-34096
Entity Tax Identification Number	11-2934195
Entity Address, Address Line One	PO BOX 3005
Entity Address, City or Town	BRIDGEHAMPTON
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11932
City Area Code	631
Local Phone Number	537-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000846617
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	DCOM
Security Exchange Name	NASDAQ
Preferred Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Preferred Stock, Series A, $0.01 Par Value
Trading Symbol	DCOMP
Security Exchange Name	NASDAQ