false
0001691337
0001691337
2021-10-27
2021-10-27
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): October 27, 2021
PCSB Financial Corporation
(Exact name of Registrant as Specified in Its Charter)
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Maryland
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001-38065
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81-4710738
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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2651 Strang Blvd., Suite 100,
Yorktown Heights, NY
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10598
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (914) 248-7272
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 Instructions A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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PCSB
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The NASDAQ Stock Market, LLC
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Indicate by check mark whether 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 5.07Submission of Matters to a Vote of Security Holders.
PCSB Financial Corporation (the “Company”) held its annual meeting of stockholders on October 27, 2021. The final voting results on each matter submitted to a vote of stockholders are as follows:
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1.
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The following individuals were elected as directors of the Company, each to serve for a three-year term or until his or her successor is duly elected and qualified, by the following vote:
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Name
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For
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Withheld
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Broker Non-Votes
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Jeffrey D. Kellogg
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7,336,688
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3,905,797
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2,153,419
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Robert C. Lusardi
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8,641,030
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2,601,455
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2,153,419
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Matthew G. McCrosson
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8,909,874
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2,332,611
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2,153,419
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2.
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The appointment of Crowe LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022 was ratified by the following vote:
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For
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Against
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Abstain
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Broker Non-Votes
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13,215,404
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140,919
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39,581
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0
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Item 7.01 Regulation FD Disclosure
On October 27, 2021, the Company delivered a shareholder presentation with information about the Company. The shareholder presentation is attached as Exhibit 99.1. The shareholder presentation is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities under that Section. Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
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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 thereunto duly authorized.
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PCSB Financial Corporation
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Date: October 28, 2021
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By:
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/s/ Jeffrey M. Helf
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Jeffrey M. Helf
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Senior Vice President and Chief Financial Officer
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EXHIBIT 99.1
Forward Looking Statements This Shareholder Presentation contains a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements may be identified by use of words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "outlook," "plan," "potential," "predict," "project," "should," "will," "would" and similar terms and phrases, including references to assumptions. Forward-looking statements are based upon various assumptions and analyses made by the Company in light of management's experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors (many of which are beyond the Company's control) that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. These factors include, without limitation, the following: the duration, extent and severity of the COVID-19 pandemic, including its impact on our business and operations, the impact of lost fee revenue and increased operating expenses, as well as its effect on our customers and issuers of securities, including their ability to make timely payments on obligations, service providers and on economies and markets more generally, the timing and occurrence or non-occurrence of events may be subject to circumstances beyond the Company’s control; there may be increases in competitive pressure among financial institutions or from non-financial institutions; changes in the interest rate environment may reduce interest margins; changes in deposit flows, loan demand or real estate values may adversely affect the Company's business; changes in accounting principles, policies or guidelines may cause the Company’s financial condition to be perceived differently; changes in corporate and/or individual income tax laws may adversely affect the Company's financial condition or results of operations; general economic conditions, either nationally or locally in some or all areas in which the Company conducts business, or conditions in the securities markets or the banking industry may be less favorable than the Company currently anticipates; legislation or regulatory changes may adversely affect the Company’s business; technological changes may be more difficult or expensive than the Company anticipates; success or consummation of new business initiatives may be more difficult or expensive than the Company anticipates; or litigation or other matters before regulatory agencies, whether currently existing or commencing in the future, may delay the occurrence or non-occurrence of events longer than the Company anticipates. The Company assumes no obligation to update any forward-looking statements except as may be required by applicable law or regulation.
Balance Sheet Growth CAGR(1): 7.07% (1) Compounded annualized growth rate
Balance Sheet Growth CAGR: 11.01%
Balance Sheet Growth CAGR: 8.20%
Loan & Deposit Composition as of June 30, 2021 LOANS DEPOSITS
Cost of Funds and Core Deposits
Income Statement Growth CAGR: 7.34% Dividends per share, in dollars CAGR: 40.05%
Returns *Returns are adjusted for certain one-time items. Please refer to the Company’s earnings press releases for further detail.
Asset Quality
Continue to grow and diversify net interest income while managing interest rate risk – grow low-cost, core deposits, leverage existing branch network Strategy Maintain credit quality focus while growing commercial portfolio Deploy excess capital through organic growth, dividends and share buybacks Focus on containing expenses while allowing for new products and services