Attached files
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EX-99.1 - EX-99.1 - HUDSON CITY BANCORP INC | d792770dex991.htm |
EX-99.2 - EX-99.2 - HUDSON CITY BANCORP INC | d792770dex992.htm |
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): September 16, 2014
HUDSON CITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware | 0-26001 | 22-3640393 | ||
(State or other jurisdiction of in Company) |
(Commission File Number) |
(IRS Employer Identification No.) |
WEST 80 CENTURY ROAD
PARAMUS, NEW JERSEY 07652
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (201) 967-1900
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under 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. |
On September 16, 2014, the Boards of Directors of Hudson City Bancorp, Inc. (the Company) and Hudson City Savings Bank (the Bank) each appointed Denis J. Salamone to serve as Chairman of the Board and Anthony J. Fabiano to serve as President and Chief Operating Officer, effective immediately. Mr. Fabiano was also elected a director to the Board of Directors of both the Company and the Bank, effective immediately.
Biographical and other information about Mr. Salamone and Mr. Fabiano required by Item 5.02(c) of Form 8-K was previously reported in the Companys Form 10-K/A for the year ended December 31, 2013, and is incorporated herein by reference.
There are no family relationships between Mr. Salamone and Mr. Fabiano and any of the Companys directors or executive officers, and the Company has not entered into any transactions with Mr. Salamone and Mr. Fabiano that are reportable under Item 404(a) of Regulation S-K.
There is no arrangement or understanding between Mr. Fabiano and any other persons pursuant to which Mr. Fabiano was selected as a director.
In connection with Mr. Fabianos appointment as President and Chief Operating Officer, the Compensation Committee of the Board of Directors adjusted Mr. Fabianos annual base salary to $600,000.
The Compensation Committee of the Board of Directors adjusted Mr. Salamones annual base salary to $1,200,000 in recognition of Mr. Salamones previous appointment as Chief Executive Officer.
The Companys press release announcing the appointment of Mr. Salamone as Chairman of the Board and the press release announcing the appointment of Mr. Fabiano as President and Chief Operating Officer are attached as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference into this Item 5.02.
Item 9.01 | Financial Statements and Exhibits. |
Exhibit |
Description | |
99.1 | Press release dated September 18, 2014 announcing Denis J. Salamone as Chairman of the Board | |
99.2 | Press release dated September 18, 2014 announcing Anthony J. Fabiano as President and Chief Operating Officer |
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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.
HUDSON CITY BANCORP, INC. | ||
By: | /s/ Anthony J. Fabiano | |
Anthony J. Fabiano | ||
President and Chief Operating Officer |
Dated: September 22, 2014
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Exhibit Index
Exhibit |
Description | |
99.1 | Press release dated September 18, 2014 announcing Denis J. Salamone as Chairman of the Board | |
99.2 | Press release dated September 18, 2014 announcing Anthony J. Fabiano as President and Chief Operating Officer |
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