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):  February 2, 2024

LAKELAND BANCORP INC

(Exact Name of Registrant as Specified in its Charter)

New Jersey	000-17820	22-2953275
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
250 Oak Ridge Rd, Oak Ridge, New Jersey		07438
(Address of Principal Executive Offices)		(Zip Code)
Registrant's telephone number, including area code: (973) 697-2000

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))

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, no par value	LBAI	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

On February 2, 2024, Lakeland Bancorp, Inc. (the “Company”), its wholly owned subsidiary, Lakeland Bank (the “Bank”), and Ronald E. Schwarz, Senior Executive Vice President and Chief Operating Officer of the Company and Bank, entered in an amendment (the “Amendment”) to Mr. Schwarz’s change in control agreement, dated as of June 12, 2009, as amended (the “CIC Agreement”).  The Amendment extends the term of the CIC Agreement to August 7, 2024. There were no other changes to the CIC Agreement.

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.

(a)   Financial statements of businesses acquired. None.

(b)   Pro forma financial information. None.

(c)   Shell company transactions: None.

(d)   Exhibits.

10.1
104.1
Amendment to the Change in Control Agreement by and among Lakeland Bancorp, Inc., Lakeland Bank and Ronald E. Schwarz, dated as of June 12, 2009.
Cover Page Interactive Data File (formatted as inline XBRL)

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.

		LAKELAND BANCORP, INC.
DATE: February 2, 2024	By:	/s/ Timothy J. Matteson
		Timothy J. Matteson
		Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

EX-10.1

EXHIBIT 10.1

AMENDATORY AGREEMENT

TO CHANGE IN CONTROL AGREEMENT

This AMENDATORY AGREEMENT (the “Amendatory Agreement”) is made and entered into as of the 2^nd day of February, 2024 by and among Lakeland Bancorp, Inc. (“Bancorp”), Lakeland Bank (the “Bank” and, collectively with Bancorp, the “Company”) and Ronald E. Schwarz (the “Executive”).

WITNESSETH:

WHEREAS, the Company and the Executive entered into a certain Change in Control Agreement, dated as of June 12, 2009, which Agreement has been amended from time to time thereafter (as amended, the “Agreement”); and

WHEREAS, the Agreement provides for certain terms and conditions of the Executive’s employment in the event of a “Change in Control” (as defined therein); and

WHEREAS, the Company and the Executive desire to amend the Agreement to clarify certain terms of the severance to be paid thereunder; and

WHEREAS, Section 16 of the Agreement permits the Agreement to be amended by a writing executed by the parties thereto;

NOW, THEREFORE, the Company and the Executive hereby agree that, effective as of the date first above written, the following sections are hereby amended:

1. Section 1(c) of the Agreement (definition of the “Contract Period”) is hereby amended by deleting the noted subsection in its entirety and replacing it with the following:
Contract Period.  “Contract Period” shall mean the period commencing the day immediately preceding a Change in Control and ending of the earlier of (i) the second anniversary of the Change in Control, (ii) August 7, 2024, or (iii) the death of the Executive.”

Except as specifically provided herein to the contrary, the Agreement shall continue in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Amendatory Agreement to be executed and the Executive has hereunto set his hand, all as of the date first above written.

EXECUTIVE:

/s/ Ronald E. Schwarz

Ronald E. Schwarz

LAKELAND BANCORP, INC.

By:  /s/ Thomas J. Shara

Thomas J. Shara, President and CEO

LAKELAND BANK

By:  /s/ Thomas J. Shara

Thomas J. Shara, President and CEO

XML

Document and Entity Information	Feb. 02, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 02, 2024
Entity File Number	000-17820
Entity Registrant Name	LAKELAND BANCORP INC
Entity Central Index Key	0000846901
Entity Incorporation, State or Country Code	NJ
Entity Tax Identification Number	22-2953275
Entity Address, Address Line One	250 OAK RIDGE RD
Entity Address, City or Town	OAKRIDGE
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07438
City Area Code	973
Local Phone Number	697-2000
Title of 12(b) Security	Common stock, no par value
Trading Symbol	LBAI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false