UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. |
Compensatory Arrangements of Certain Officers
On March 15, 2023, the Board of Directors of BCB Bank (the “Bank”), the wholly owned subsidiary of BCB Bancorp, Inc. (the “Registrant”), amended and restated the Bank’s Executive and Director Deferred Compensation Plan effective January 1, 2023 (the “2023 Deferred Plan”). The 2023 Deferred Plan was originally effective on October 1, 2005, and is designed to comply with the requirements of Section 409A of the Internal Revenue Code. Select executives and all members of the Board of Directors of the Bank are eligible to participate in the 2023 Deferred Plan. Pursuant to the 2023 Deferred Plan, a participant may elect to defer, on a pre-tax basis, receipt of all or any portion of salary, bonus or fees and retainers received for his or her employment or service on the Board of Directors and on committees of the Board of Directors, but only to the extent such amounts are attributable to services not yet performed. The Bank credits the deferred amounts to a bookkeeping account.
The Bank may, but is not required to, make matching or discretionary contributions on behalf of participants. Any such matching or discretionary contribution will vest after the participant completes three years of service with the Bank, except that participants will automatically become 100% vested in their matching or discretionary contributions upon our change in control. Notwithstanding the foregoing, if the participant engages in injurious conduct (as defined in the 2023 Deferred Plan), all matching or discretionary contributions (whether vested or not) shall be forfeited.
A participant may elect to allocate the deferred amounts into an investment account and select among various investment options upon which the rate of return of the deferred amounts will be based. The participants’ investment accounts are adjusted periodically to reflect the deemed gains and losses attributable to the deferred amounts.
Deferred amounts will be paid out on the participant’s benefit age as designated in his or her deferral election form or upon the participant’s death, disability or separation from service, if such date is earlier than his or her designated benefit age. Distributions may also be made earlier than the participant’s designated benefit age if the distribution is necessary to satisfy a financial hardship, as defined under Section 409A of the Internal Revenue Code. At the election of the participant, the distribution may be paid out in a lump sum or in equal annual installments over a period not to exceed ten years.
The 2023 Deferred Plan is a nonqualified deferred compensation plan. The Bank may establish a “rabbi trust” to which the Bank may deposit such deferrals and earnings, but the rights of all participants to any deferred amounts represent the Bank’s unsecured promise to pay and the deferred amounts remain subject to the claims of the Bank’s creditors.
The foregoing description is qualified in its entirety by reference to the 2023 Deferred Plan attached hereto as Exhibit 10.1 which is incorporated by reference into this Item 5.02.
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| Item 5.05. | Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
On March 15, 2023, the Registrant’s Board of Directors adopted an amended and restated code of ethics. Its previous code of ethics was adopted and filed with the Securities and Exchange Commission on March 26, 2004 (the “Prior Code”). The new code of ethics is entitled Conflicts of Interest, Usurpation of Corporate Opportunity & Code of Conduct Policy (the ‘New Code”).
The New Code provides that individuals should not use their positions with, or the assets or influence of, the Bank for personal advantage or for the advantage of others; they should at all times act in the best interests of the Bank. The New Code sets forth a non-exclusive list of examples of transactions for which a conflict of interest may be present.
The New Code also states that any director, officer or employee who wishes to take personal advantage of an opportunity that might otherwise be advantageous for the Bank and is consistent with the Bank’s geographic market of business strategy, must first seek permission of the Board of Directors. It also sets forth certain ethical standards to be followed.
The New Code also sets forth certain prohibitions for conduct by the directors, officers and employees of the Bank to ensure compliance with applicable bank bribery laws.
The foregoing description is qualified in its entirety by reference to the New Code attached hereto as Exhibit 10.2 which is incorporated by reference into this Item 5.05.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following Exhibits are attached as part of this report.
| Exhibit |
Description | |
| 10.1 | BCB Community Bank Executive and Director Deferred Compensation Plan | |
| 10.2 | Conflicts of Interest, Usurpation of Corporate Opportunity & Code of Conduct Policy | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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.
| BCB BANCORP, INC. | ||||
| DATE: March 21, 2023 | By: | /s/ Ryan Blake | ||
| Ryan Blake | ||||
| Senior Vice President, Chief Operating Officer | ||||
| (Duly Authorized Representative) | ||||
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