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):  May 28, 2020


DIME COMMUNITY BANCSHARES, INC.
(Exact name of the registrant as specified in its charter)


Delaware
000-27782
11-3297463
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer Identification No.)

300 Cadman Plaza West, 8th Floor
   
Brooklyn, New York
 
11201
(Address of principal executive offices)
 
(Zip Code)

(718) 782-6200
(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:

☐
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)

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. ☐

Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.01 Par Value
 
DCOM
 
The NASDAQ Stock Market
Preferred Stock, Series A, $0.01 Par Value
 
DCOMP
 
The NASDAQ Stock Market

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 28, 2020, Dime Community Bancshares, Inc. (the “Company”) announced that Stuart H. Lubow was named President of the Company and its wholly owned subsidiary, Dime Community Bank (the “Bank”). Mr. Lubow, age 62, previously served as Senior Executive Vice President and Chief Banking Officer of the Company and the Bank, beginning in 2017. Prior to joining the Company and the Bank, Mr. Lubow served as Chairman, Chief Executive Officer, and President of Community National Bank, a full-service community bank located in Great Neck, New York, with approximately $1 billion in assets and 11 branches. Prior to that, he was Founder, Chief Executive Officer, and President of Community State Bank in New Jersey.  Mr. Lubow is a graduate of Moravian College, Bethlehem, Pennsylvania, where he received a Bachelor of Arts degree in Accounting.

 The Company maintains an existing Change in Control Employment Agreement with Mr. Lubow that will continue at his new base salary level of $550,000.  Mr. Lubow will be granted a restricted stock award of 18,009 shares of the Company’s Common Stock with an effective date of June 1, 2020, which will vest over four years in equal annual installments.  In his new position, Mr. Lubow will continue to participate in the various benefit plans and arrangements maintained by the Company and the Bank, including the Company’s 2020 Annual Incentive Plan and 2020 Long Term Incentive Plan, with revised target benefits of 50% of base salary and 55% of base salary, respectively.

Mr. Lubow is not a party to any transaction with the Company or the Bank that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing Mr. Lubow’s appointment is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01
Financial Statements and Exhibits.
 
 
(d)
Exhibits
 
  Exhibit
Description
 
  99.1
Dime Community Bancshares, Inc. Press Release, dated May 28, 2020.

SIGNATURE

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.

   
Dime Community Bancshares, Inc.
   
(Registrant)
     
DATE: May 29, 2020
By:
/s/ Patricia M. Schaubeck
   
Patricia M. Schaubeck
   
Executive Vice President and General Counsel


Exhibit 99.1


Dime Promotes Stuart H. Lubow to President

Brooklyn, NY – May 28, 2020 - Dime Community Bancshares, Inc. (NASDAQ: DCOM) (the “Company” or “Dime” or “its”), the parent company of Dime Community Bank (the “Bank”), today announced that its Board of Directors approved the promotion of Stuart “Stu” H. Lubow to President of the Company and the Bank.

In his new role, Mr. Lubow, previously Chief Banking Officer with responsibility for the Business Banking division, will add reporting responsibilities for Retail Banking, Information Technology, Operations, and Marketing.

Mr. Kenneth J. Mahon, CEO of the Company and Bank, stated, "Stu's promotion to President recognizes his outstanding leadership, customer-centric focus, enterprise-wide vision, and our Business Banking division’s strong performance to-date. In a short span of time, under Stu’s leadership, Dime has made significant strides to become a well-respected community commercial bank. The Business Banking division’s strong loan and deposit growth has enabled us to: increase our core net interest margin for six consecutive quarters, diversify our balance sheet and grow sources of non-interest income.”

Mr. Mahon continued, "Stu has contributed tremendously to our long-term goal of becoming the best business bank in New York. I very much look forward to working closely with Stu in the years ahead and creating value for our customers, employees and shareholders.”

Mr. Lubow has been a banking executive for over 40 years. Prior to joining Dime in 2017 as Senior Executive Vice President and Head of Business Banking, he served as Chairman, CEO, and President of Community National Bank, a full service community bank with nearly $1 billion in assets and 11 branches. Previous to that, he was Founder, CEO, and President of Community State Bank and prior to Community State Bank, Mr. Lubow held executive positions at Garden State Bank, Dollar Dry Dock Bank, and People's Bank, N.A. Mr. Lubow is a graduate of Moravian College, Bethlehem, Pennsylvania, where he received a Bachelor of Arts degree in Accounting.

ABOUT DIME COMMUNITY BANCSHARES, INC.

The Company had $6.35 billion in consolidated assets as of March 31, 2020. The Bank was founded in 1864, is headquartered in Brooklyn, New York, and currently has 28 retail branches located throughout Brooklyn, Queens, the Bronx, Nassau and Suffolk Counties, New York. More information on the Company and the Bank can be found on Dime's website at www.dime.com.

Contact: Avinash Reddy
Senior Executive Vice President – Chief Financial Officer
718-782-6200 extension 5909