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): April 28, 2023
BROOKLINE BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-23695 | 04-3402944 | ||
| (State or other jurisdiction | (Commission File No.) | (I.R.S. employer | ||
| of incorporation) | Identification No.) |
| 131 Clarendon Street, Boston Massachusetts | 02116 | |
| (Address of principal executive offices) | (Zip Code) |
(617) 425-4600
(Registrant’s telephone number, including area code)
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, par value of $0.01 per share | BRKL | Nasdaq Global Select Market |
Indicate by check mark if 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 April 28, 2023, Brookline Bancorp, Inc. (the “Company”), its wholly-owned subsidiary, Brookline Bank (the “Bank”), and Paul A. Perrault, Chairman and Chief Executive Officer of the Company (“Executive”), entered into a fourth amendment (the “Fourth Amendment”) to the employment agreement among the Company, the Bank and Executive, dated April 11, 2011 (the “Employment Agreement”). The Employment Agreement was previously amended on September 22, 2021, March 10, 2021, and July 25, 2018. The purpose of the Fourth Amendment is to reduce the amount payable to Executive upon an Event of Termination (as defined in the Employment Agreement) occurring within 12 months after Change in Control (as defined in the Employment Agreement). Pursuant to the Fourth Amendment, Executive will be eligible to receive a payment equal to three times an amount equal to the sum of (a) base salary, and (b) the applicable target bonus Executive is eligible to receive. Prior to the effectiveness of the Fourth Amendment, Executive was eligible to receive a payment equal to three times the sum of (x) base salary, (y) the highest bonus awarded to Executive during the prior three years, and (z) the highest equity consideration previously awarded to Executive for any year. The preceding description of the Fourth Amendment is qualified in its entirety by reference to the full text of Fourth Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| Number | Description | |
| 10.1 | Fourth Amendment to the Employment Agreement, dated April 28, 2023, by and among Brookline Bancorp, Inc., Brookline Bank, and Paul A. Perrault. | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
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.
| Date: May 1, 2023 | BROOKLINE BANCORP, INC. | |
| By: | /s/ Marissa Martin | |
| Marissa Martin | ||
| General Counsel | ||
Exhibit 10.1
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
This Fourth Amendment (“Amendment”) is made effective as of April 28, 2023 by and among Brookline Bancorp, Inc. (the “Company”), a Delaware corporation, and Brookline Bank, a Massachusetts-chartered trust company (the “Bank”), each with its principal administrative office at 131 Clarendon Street, Boston, Massachusetts 02116, and Paul A. Perrault (“Executive”).
WHEREAS, the Company, the Bank and Executive have entered into an Employment Agreement dated as of April 11, 2011, as previously amended effective July 25, 2018, March 10, 2021, and September 22, 2021 (the “Employment Agreement”);
WHEREAS, the Company, the Bank and Executive wish to amend certain provisions of the Employment Agreement; and
WHEREAS, except as set forth herein, the Employment Agreement shall remain in full force and effect in all respects.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the Company, the Bank and Executive hereby agree:
| 1. | Section 4(c) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: |
“Upon the occurrence of an Event of Termination prior to a Change in Control or at least twelve (12) months after a Change in Control, on the Date of Termination, as defined in Section 8, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, an amount equal to the sum of (i) Base Salary, and (ii) the applicable Target Bonus the Executive is eligible to receive (together, “Total Compensation”). Upon the occurrence of an Event of Termination within twelve (12) months after a Change in Control, on the Date of Termination, as defined in Section 8, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, an amount equal to three (3) times Executive’s Total Compensation. Such payment is in lieu of the payment pursuant to the first sentence of this Section 4(c).”
| 2. | Except as so amended, the Employment Agreement is in all other respects hereby confirmed and defined terms used but not defined herein shall have the meanings set forth in the Employment Agreement. |
| 3. | This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. |
IN WITNESS WHEREOF, the parties have executed this Fourth Amendment as of the date first set forth above.
| BROOKLINE BANCORP, INC. | ||
| By: | /s/ Bogdan Nowak | |
| Name: | Bogdan Nowak | |
| Title: | Chair of the Compensation Committee | |
| BROOKLINE BANK | ||
| By: | /s/ Bogdan Nowak | |
| Name: | Bogdan Nowak | |
| Title: | Chair of the Compensation Committee | |
| EXECUTIVE | ||
| /s/ Paul A. Perrault | ||
| Paul A. Perrault | ||