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 1, 2023

(Exact Name of Registrant as Specified in its Charter)

(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):

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. ☐

 

On February 1, 2023 Lakeland Bancorp, Inc. (“Lakeland”) held a special meeting of shareholders (the “Special Meeting”) virtually via the internet, related to the proposed combination of Provident Financial Services, Inc. (“Provident”) and Lakeland. At the close of business on December 16, 2022, the record date of the Special Meeting, there were a total of 64,809,579 shares of common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 47,057,260 shares of common stock were represented, therefore a quorum was present. At the Special Meeting, Lakeland’s shareholders voted on three proposals, as more specifically described in the joint proxy statement/prospectus of Lakeland and Provident, dated December 21, 2022 (the “Joint Proxy Statement/Prospectus”), as supplemented by the Current Report on Form 8-K filed by Lakeland with the Securities Exchange Commission on January 25, 2023. Set forth below are the final results of shareholder votes for all proposals.

Proposal 1 – Approval of the Merger Agreement

The proposal to approve the Agreement and Plan of Merger, dated September 26, 2022, by and among Provident Financial Services, Inc., NL 239 Corp. and Lakeland Bancorp, Inc., was approved by the requisite majority of votes cast by shareholders at the Special Meeting, as indicated below:

Proposal 2 – Approval of the Merger-Related Compensation Payments

The proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to the named executive officers of Lakeland in connection with the transactions contemplated by the Agreement and Plan of Merger, was approved by the requisite majority of votes cast by shareholders at the Special Meeting, as indicated below:

Proposal 3 – Adjournment Proposal

The proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Lakeland merger proposal or to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus is timely provided to holders of Lakeland common stock, was approved by the requisite majority of votes cast by shareholders at the Special Meeting, as indicated below:

Although Proposal 3 was approved, the adjournment of the Special Meeting was not necessary because Lakeland’s shareholders approved Proposal 1.

The closing of the proposed merger remains subject to regulatory approvals and certain other customary closing conditions. 

On February 1, 2023, Provident and Lakeland issued a joint press release announcing the results of the Special Meeting and the results of the special meeting of Lakeland’s shareholders held on February 1, 2023. A copy of the joint press release is attached as Exhibit 99.1 and is incorporated herein by reference.

	(a)	Financial Statements of Businesses Acquired.  Not applicable.
	(b)	Pro Forma Financial Information.  Not applicable.
	(c)	Shell Company Transactions.  Not applicable.
	(d)	Exhibits.

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.