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 31, 2016
LAKELAND BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
| New Jersey | 000-17820 | 22-2953275 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 250 Oak Ridge Road, Oak Ridge, New Jersey | 07438 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (973) 697-2000
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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Lakeland Bancorp, Inc. (the “Company”), the parent of Lakeland Bank (the “Bank”), recently announced several management team transitions, in line with the Company’s long-term succession planning process.
Stewart E. McClure, Jr. is retiring as of December 31, 2016. Mr. McClure had served as Senior Executive Vice President of the Company and Regional President of the Bank since 2013, after the Company’s acquisition of Somerset Hills Bancorp and Somerset Hills Bank, where Mr. McClure had served as President and CEO.
As of January 1, 2017, Robert A. Vandenbergh will continue to serve as Senior Executive Vice President of the Company and Regional President of the Bank, and will transition his role of Chief Operating Officer of the Company to Ronald E. Schwarz, Senior Executive Vice President and Chief Revenue Officer of the Company and the Bank.
Mr. Vandenbergh, the Company and the Bank entered into an Amendatory Agreement to Change in Control Agreement, dated as of January 1, 2017, to revise the definition of “Contract Period” in his Change in Control Agreement. The “Contract Period,” as revised, means the period commencing the day immediately preceding a change in control and ending on the earlier of (i) the second anniversary of a change in control, (ii) December 31, 2017, or (iii) Mr. Vandenbergh’s death. Prior to the amendment, Mr. Vandenbergh’s Change in Control Agreement provided that the Contract Period would end on the earlier of (i) the second anniversary of a change in control, (ii) Mr. Vandenbergh’s attainment of age 65, or (iii) Mr. Vandenbergh’s death. Mr. Vandenbergh’s Amendatory Agreement to Change in Control Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Joseph F. Hurley, Executive Vice President and Chief Financial Officer of the Company and the Bank, is expected to retire in July 2017, and Thomas F. Splaine, Jr., First Senior Vice President and Chief Accounting Officer of the Company and the Bank, is expected to assume the position of Chief Financial Officer upon completion and filing of the Company’s 2016 Annual Report on Form 10-K in March 2017.
A copy of the Company’s press release announcing the transitions described above is filed as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 10.1 | Amendatory Agreement to Change in Control Agreement, dated as of January 1, 2017, among Lakeland Bancorp, Inc., Lakeland Bank and Robert A. Vandenbergh. | |
| Exhibit 99.1 | Lakeland Bancorp, Inc. press release, dated January 3, 2017. | |
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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.
| LAKELAND BANCORP, INC. | ||
| By: | /s/Timothy J. Matteson | |
| Name: | Timothy J. Matteson | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |
Dated: January 3, 2017
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Exhibit Index
| Exhibit 10.1 | Amendatory Agreement to Change in Control Agreement, dated as of January 1, 2017, among Lakeland Bancorp, Inc., Lakeland Bank and Robert A. Vandenbergh. | |
| Exhibit 99.1 | Lakeland Bancorp, Inc. press release, dated January 3, 2017. | |
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Exhibit 10.1
AMENDATORY AGREEMENT
TO CHANGE IN CONTROL AGREEMENT
This AMENDATORY AGREEMENT (the “Amendatory Agreement”) is made and entered into as of the 1st day of January, 2017 by and among Lakeland Bancorp, Inc. (“Bancorp”), Lakeland Bank (the “Bank” and, collectively with Bancorp, the “Company”) and Robert A. Vandenbergh (the “Executive”).
WITNESSETH :
WHEREAS, the Company and the Executive entered into a certain Change in Control Agreement, dated as of March 1, 2001, which Agreement has been amended from time to time thereafter (as amended, the “Agreement”); and
WHEREAS, the Agreement provides for certain terms and conditions of the Executive’s employment in the event of a “Change in Control” (as defined therein); and
WHEREAS, the Company and the Executive desire to amend the Agreement to clarify certain terms of the severance to be paid thereunder; and
WHEREAS, Section 16 of the Agreement permits the Agreement to be amended by a writing executed by the parties thereto;
NOW, THEREFORE, the Company and the Executive hereby agree that, effective as of the date first above written, the following sections are hereby amended:
| 1. | Section 1(c) of the Agreement (definition of the “Contract Period”) is hereby amended by deleting the noted subsection in its entirety and replacing it with the following: |
Contract Period . “Contract Period” shall mean the period commencing the day immediately preceding a Change in Control and ending of the earlier of (i) the second anniversary of the Change in Control, (ii) December 31, 2017, or (iii) the death of the Executive.”
Except as specifically provided herein to the contrary, the Agreement shall continue in full force and effect.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Amendatory Agreement to be executed and the Executive has hereunto set his hand, all as of the date first above written.
| EXECUTIVE: |
| /s/ Robert A. Vandenbergh |
| Robert A. Vandenbergh |
| WITNESS: |
| /s/ Timothy J. Matteson |
| EVP, General Counsel and |
| Corporate Secretary |
| LAKELAND BANCORP, INC. | ||
| By: | /s/ Thomas J. Shara | |
| Thomas J. Shara, President and CEO | ||
| WITNESS: |
| /s/ Timothy J. Matteson |
| EVP, General Counsel and |
| Corporate Secretary |
| LAKELAND BANK | ||
| By: | /s/ Thomas J. Shara | |
| Thomas J. Shara, President and CEO | ||
| WITNESS: |
| /s/ Timothy J. Matteson |
| EVP, General Counsel and |
| Corporate Secretary |
Exhibit 99.1
LAKELAND BANCORP, INC. ANNOUNCES MANAGEMENT TRANSITIONS
Oak Ridge, NJ—January 3, 2017. Lakeland Bancorp, Inc. (NASDAQ: LBAI) (“Lakeland Bancorp” or the “Company”), the parent company of Lakeland Bank, announced several management team transitions, in line with the Company’s long-term succession planning process.
Stewart E. McClure, Jr. is retiring as of December 31, 2016. Mr. McClure had served as Senior Executive Vice President of the Company and Regional President of the Bank since 2013, after the Company’s acquisition of Somerset Hills Bancorp and Somerset Hills Bank, where Mr. McClure had served as President and CEO.
As of January 1, 2017, Robert A. Vandenbergh will continue to serve as Senior Executive Vice President of the Company and Regional President of the Bank, and will transition his role of Chief Operating Officer of the Company to Ronald E. Schwarz, Senior Executive Vice President and Chief Revenue Officer of the Company and the Bank.
Joseph F. Hurley, Executive Vice President and Chief Financial Officer of the Company and the Bank, is expected to retire in July 2017, and Thomas F. Splaine, Jr., First Senior Vice President and Chief Accounting Officer of the Company and the Bank, is expected to assume the position of Chief Financial Officer upon completion and filing of the Company’s 2016 Annual Report on Form 10-K in March 2017.
About the Company
As of September 30, 2016, the Company had consolidated total assets of $4.90 billion, total loans and leases of $3.79 billion, deposits of $3.94 billion and stockholders’ equity of $498.7 million. Lakeland Bank currently operates 52 New Jersey branch offices in Bergen, Essex, Morris, Ocean, Passaic, Somerset, Sussex and Union counties; six New Jersey regional commercial lending centers in Bernardsville, Jackson, Montville, Newton, Teaneck and Waldwick; and two commercial loan production offices serving Middlesex and Monmouth counties in New Jersey and the Hudson Valley region of New York. Lakeland Bank offers an extensive array of consumer and commercial products and services, including online and mobile banking, localized commercial lending teams, and 24-hour or less turnaround time on consumer loan applications.
Forward-Looking Statements
This communication contains forward-looking statements that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements speak only as of the date made, and are subject to numerous assumptions, risks and uncertainties, all of which may change over time. Lakeland Bancorp does not assume any obligation for updating any such forward-looking statements at any time.
Contact:
Lakeland Bancorp, Inc.:
Thomas J. Shara
President & CEO
Joseph F. Hurley
EVP & CFO
973-697-2000