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): July 16, 2009
-------------
PROVIDENT FINANCIAL SERVICES, INC.
----------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-31566 42-1547151
----------------------------- ---------------------- ---------------------
(State or Other Jurisdiction) (Commission File No.) (I.R.S.Employer
of Incorporation) Identification No.)
830 Bergen Avenue, Jersey City, New Jersey 07306-4599
------------------------------------------ ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (201) 333-1000
--------------
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 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 1.02 Termination of a Material Definitive Agreement
----------------------------------------------
Upon the retirement of Linda A. Niro as Executive Vice President and Chief
Financial Officer, effective as of September 29, 2009, as disclosed in Item 5.02
of this Current Report on Form 8-K, the amended and restated change in control
agreement that Provident Financial Services, Inc. (the "Company") previously
entered into with Ms. Niro will terminate . The amended and restated change in
control agreement, the form of which was filed as an Exhibit to the Company's
Annual Report on Form 10-K for the year ended December 31, 2008, would have
provided certain benefits to Ms. Niro in the event of a change in control of the
Company or The Provident Bank followed by the termination of Ms. Niro's
employment, including circumstances that would constitute a constructive
termination of employment.
Item 5.02 Departure of Director or Principal Officers; Election of
Directors; Appointment of Principal Officers
--------------------------------------------------------------------
On July 16, 2009, the Company and its wholly owned subsidiary, The
Provident Bank (the "Bank"), announced that Linda A. Niro, Executive Vice
President and Chief Financial Officer, will retire from employment, effective
September 29, 2009. In exchange for releases of all possible claims against the
Bank and the Company and Ms. Niro's agreement to be available to consult with
the Bank and Company following her retirement, the Bank has agreed to make a
lump-sum payment to Ms. Niro following her retirement, in the amount of
$686,695, subject to applicable withholding taxes, and to pay 100% of the
premiums for health care coverage, dental insurance, vision benefits and life
insurance for a period of twenty-four months following her retirement date.
Effective upon Ms. Niro's retirement, Thomas M. Lyons, Senior Vice
President and Chief Accounting Officer of the Bank, will assume the title of
Chief Financial Officer of the Company and the Bank.
Item 9.01. Financial Statements and Exhibits
---------------------------------
(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
----------- -----------
99.1 Press Release dated July 16, 2009.
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: July 17, 2009 By: /s/Paul M. Pantozzi
---------------------------------------
Paul M. Pantozzi
Chairman and Chief Executive Officer