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):  December 3, 2020
 

BRIDGE BANCORP, 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.)

2200 Montauk Highway
   
Bridgehampton, New York
 
11932
(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
 
BDGE
 
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 5.07.   Submission of Matters to a Vote of Security Holders.

On December 3, 2020, Bridge Bancorp, Inc. (“Bridge”) held a special meeting of shareholders (the “Special Meeting”) related to Bridge’s proposed merger with Dime Community Bancshares, Inc. (“Dime”).  At the close of business on the record date of the Special Meeting, there were a total of 19,748,837 shares of common stock outstanding and entitled to vote at the Special Meeting.  At the Special Meeting, 15,783,919.49 shares of common stock were represented, therefore a quorum was present.  At the Special Meeting, Bridge’s shareholders voted on four proposals, as more specifically described in the joint proxy statement/prospectus of Bridge and Dime, dated October 16, 2020 (the “joint proxy statement/prospectus”).  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 as of July 1, 2020, by and between Bridge and Dime (the “Merger Agreement”), pursuant to which Dime will merge with and into Bridge, as set forth in Annex A to the joint proxy statement/prospectus, was approved by the requisite two-thirds of the issued and outstanding shares of common stock of Bridge, as indicated below:

For
 
 Against 
 
Abstain
 
 Broker Non-Votes
14,843,420.05
 
884,150.92
 
56,348.52
 
0

Proposal 2 – Amendments to Certificate of Incorporation

The proposal to approve amendments to Bridge’s Certificate of Incorporation to effect the name change of Bridge to “Dime Community Bancshares, Inc.,” to increase the number of authorized shares of common stock and preferred stock of the resulting company, to create a series of preferred stock of the resulting company designated as Series A Preferred Stock, to set forth the rights, preferences, privileges and limitations pertaining to such series of preferred stock, and to remove the previous Section 8 of the Certificate of Incorporation entitled “Indebtedness”, as set forth in Annex D to the joint proxy statement/prospectus, was approved by the requisite majority of the issued and outstanding shares of Bridge, as indicated below:

For
 
 Against 
 
Abstain
 
 Broker Non-Votes
13,972,018.14
 
1,069,145.84
 
742,755.52
 
0

Proposal 3 – Compensation Proposal

The proposal to approve, on a non-binding advisory basis, the compensation that may become payable to Bridge’s named executive officers in connection with the merger, as disclosed in the table under the caption “Description of the Merger—Interests of Bridge’s Directors and Executive Officers in the Merger—Merger-Related Executive Compensation for Bridge’s Named Executive Officers” in the joint proxy statement/prospectus in accordance with Item 402(t) of Regulation S-K, including the associated narrative discussion, and the agreements or understandings pursuant to which such compensation may be paid or become payable, was approved by the requisite majority of the votes cast by shareholders at the Special Meeting, as indicated below:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
10,560,159.49
 
5,150,313.77
 
73,446.24
 
0

Proposal 4 – Adjournment Proposal

The proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there were not sufficient votes at the time of the Special Meeting to approve the Merger Agreement and the merger, was approved by the requisite majority of the votes cast by shareholders at the Special Meeting, as indicated below:
 
For
 
 Against 
 
Abstain
 
 Broker Non-Votes
11,244,260.10
 
4,431,819.93
 
107,839.47
 
  0

Although Proposal 4 was approved, the adjournment of the Special Meeting was not necessary because Bridge’s shareholders approved Proposal 1.

Item 8.01.   Other Events

On December 3, 2020, Bridge and Dime issued a joint press release announcing that each company’s shareholders had approved the Merger Agreement and the merger.  A copy of the press release is attached hereto as Exhibit 99.1.

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.
     
   
         
   
104.1
 
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.

 
BRIDGE BANCORP, INC.
   
   
   

  
 DATE:  December 3, 2020
By:       /s/ Kevin M. O'Connor
Kevin M. O’Connor
 
President and Chief Executive Officer









EXHIBIT 99.1



FOR IMMEDIATE RELEASE
Bridge Bancorp, Inc. and Dime Community Bancshares, Inc. Shareholders Approve Merger of Equals
Bridgehampton and Brooklyn, New York, December 3, 2020 - Bridge Bancorp, Inc. (Nasdaq: BDGE) (“Bridge”), the parent company of BNB Bank, and Dime Community Bancshares, Inc. (Nasdaq: DCOM) (“Dime”), the parent company of Dime Community Bank, today jointly announced that at separate special meetings held today, each company’s shareholders approved the proposed merger of equals.
Kevin O’Connor, BNB Bank’s President and CEO, stated, “We are pleased our shareholders clearly see the value of the proposed merger with Dime and understand the tremendous opportunities that will be created when two of New York’s leading community banks combine.”
“Today’s vote was an important milestone as we work towards a successful closing of the transaction”, said Kenneth J. Mahon, Dime’s CEO. “I look forward to collaborating with the merged Company’s CEO Kevin O’Connor and the Board of Directors to continue to build a stronger company to serve all of our shareholders and stakeholders in the New York metropolitan market.”
As previously disclosed, the parties have received the required regulatory approval from the Board of Governors of the Federal Reserve System to merge Dime Community Bank with and into BNB Bank.  In addition, the Federal Reserve Bank of New York has issued its non-objection to waive the requirement of the filing of a Bank Holding Company Act application in connection with the merger of Bridge and Dime.  The parties have filed an application with New York State Department of Financial Services to merge Dime Community Bank with and into BNB Bank, which is pending.
The merger is expected to close in early first quarter of 2021, subject to satisfaction of customary closing conditions, including receipt of all regulatory approvals.
About Bridge Bancorp, Inc.
Bridge Bancorp, Inc. is a bank holding company engaged in commercial banking and financial services through its wholly-owned subsidiary, BNB Bank. Established in 1910, BNB, with assets of approximately $6.3 billion, operates 39 branch locations serving Long Island and the greater New York metropolitan area. Through its branch network and its electronic delivery channels, BNB provides deposit and loan products and financial services to local businesses, consumers

and municipalities. Title insurance services are offered through BNB's wholly-owned subsidiary, Bridge Abstract. Bridge Financial Services, Inc., a wholly-owned subsidiary of BNB, offers financial planning and investment consultation. For more information visit www.bnbbank.com.
BNB also has a rich tradition of involvement in the community, supporting programs and initiatives that promote local business, the environment, education, healthcare, social services and the arts.
About Dime Community Bancshares, Inc.
Dime Community Bancshares, Inc. is the holding company for Dime Community Bank, a New York State-chartered community commercial bank that was founded in 1864. Dime Community Bank is headquartered in Brooklyn, NY and operates 28 banking offices located throughout Brooklyn, Queens, the Bronx, Nassau and Suffolk Counties, New York. More information on Dime Community Bancshares, Inc. and Dime Community Bank can be found on Dime's website at www.dime.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits of a merger (the “Merger”) between Bridge and Dime, including future financial and operating results, cost savings, enhancements to revenue and accretion to reported earnings that may be realized from the Merger; (ii) Bridge’s and Dime’s plans, objectives, expectations and intentions and other statements contained in this release that are not historical facts; and (iii) other statements identified by words such as “may,” “assumes,” “approximately,” “will,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,” “projects,” or words of similar meaning generally intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of the respective management of Bridge and Dime and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of Bridge and Dime. In addition, these forward-looking statements are subject to various risks, uncertainties and assumptions with respect to future business strategies and decisions that are subject to change and difficult to predict with regard to timing, extent, likelihood and degree of occurrence. As a result, actual results may differ materially from the anticipated results discussed in these forward-looking statements because of possible uncertainties.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Bridge and Dime may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities or cost savings from the Merger may not be fully realized or may take longer to realize than expected; (3) deposit attrition, operating costs, customer losses and business disruption following the Merger, including adverse effects on relationships with employees and customers, may be greater than expected; (4) the regulatory approvals required for the Merger may not be obtained on the proposed terms or on the anticipated schedule; (5) economic, legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which Bridge and Dime are engaged; (6) the interest rate
environment may further compress margins and adversely affect net interest income; (7) results may be adversely affected by continued adverse changes to credit quality; (8) competition from other financial services companies in Bridge’s and Dime’s markets could adversely affect operations; (9) an economic slowdown could adversely affect credit quality and loan originations; (10) the COVID-19 pandemic is adversely affecting Dime, Bridge, and their respective customers, employees and third-party service providers; the adverse impacts of the pandemic on their respective business, financial position, operations and prospects have been material, and it is not possible to accurately predict the extent, severity or duration of the pandemic or when normal economic and operation conditions will return; and (11) other factors that may affect future results of Dime and Bridge including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. Additional factors, that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Bridge’s and Dime’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the “SEC”) and available on the SEC’s Internet site (http://www.sec.gov).
Bridge Bancorp, Inc.
Investor Relations Contact:
John M. McCaffery
Executive Vice President – Chief Financial Officer
Phone: 631-537-1001; Ext. 7290
Email: jmccaffery@bnbbank.com
Dime Community Bancshares, Inc.
Investor Relations Contact:
Avinash Reddy
Senior Executive Vice President – Chief Financial Officer
Phone: 718-782-6200; Ext. 5909
Email: areddy@dime.com