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 20, 2007
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PROVIDENT FINANCIAL SERVICES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 001-31566 42-1547151
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
830 Bergen Avenue, Jersey City, New Jersey 07306-4599
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (201) 333-1000
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Not Applicable
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(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))
Item 5.02 Departure of Directors and Certain Officers; Election of Directors;
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Appointment of Certain Officers; Compensatory Arrangements of
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Certain Officers.
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Provident Financial Services, Inc. (the "Company") and its wholly-owned
subsidiary, The Provident Bank (the "Bank"), announced that Kevin J. Ward, who
currently serves as an executive officer of both the Company and the Bank, will
resign from his positions with the Company and the Bank effective December 31,
2007. Mr. Ward and the Company are parties to a three-year employment agreement,
the form of which was filed as an Exhibit to the Company's Registration
Statement on Form S-1 (Registration No. 333-98241). In connection with the
settlement of that employment agreement and in exchange for a release of any
claims against the Company and the Bank by Mr. Ward, the Bank will make a
lump-sum payment to Mr. Ward in the amount of $950,000.00, together with a
payment of $52,000.00 in satisfaction of any obligation to provide Mr. Ward the
use of a Company-owned vehicle, and will continue to pay the employer's portion
of the cost of Mr. Ward's coverage under the Company's group plans for health,
dental, vision and life insurance through September 1, 2008. It is anticipated
that the expense associated with the foregoing will be recognized in the fourth
quarter of 2007. The cash payments are subject to federal and state payroll and
withholding taxes.
Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal
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Year.
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On December 20, 2007, the Board of Directors of the Company approved
amendments to the Company's Amended and Restated By-Laws. The amendments, which
are effective immediately, (i) permit the Company to issue uncertificated shares
in order for the Company to become eligible to participate in the Direct
Registration System as required by the New York Stock Exchange rules; (ii)
revise the deadline for advance notice required for a stockholder to bring a
matter before an annual meeting of stockholders from 90 days prior to the
anniversary date of the prior year's annual meeting proxy materials to 120 days
prior to such date; and (iii) change the manner in which the retirement of a
director reaching age 72 is implemented to allow a director to continue to serve
his or her remaining term as elected by the stockholders.
The text of the amendments to the Company's Amended and Restated By-Laws is
filed as Exhibit 99.1 to this Current Report on Form 8-K
Item 9.01. Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Shell Company Transactions. Not applicable.
(d) Exhibits.
Exhibit No. Description
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99.1 Text of amendments to the Provident
Financial Services, Inc. Amended and
Restated By-Laws.
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.
PROVIDENT FINANCIAL SERVICES, INC.
DATE: December 20, 2007 By: /s/ Paul M. Pantozzi
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Paul M. Pantozzi
Chairman and
Chief Executive Officer
EXHIBIT INDEX
Exhibit Description
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99.1 Text of amendments to the Provident Financial Services, Inc.
Amended and Restated By-Laws.