DocumentUNITED 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): April 25, 2019
PROVIDENT FINANCIAL SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware | | 001-31566 | | 42-1547151 |
(State or Other Jurisdiction of Incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
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239 Washington Street, Jersey City, New Jersey | | | | 07302 |
(Address of Principal Executive Offices) | | | | (Zip Code) |
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Registrant's telephone number, including area code 732-590-9200 | | | | |
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))
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 2. 02 Results of Operation and Financial Condition.
On April 26, 2019, Provident Financial Services, Inc. (the “Company”) issued a press release reporting its financial results for the three months ended March 31, 2019. A copy of the press release is attached as Exhibit 99.1 to this report and is being furnished to the SEC and shall not be deemed “filed” for any purpose.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2019 Annual Meeting of Stockholders was held on April 25, 2019 (the “Annual Meeting”). A total of 60,862,172 shares were present or represented by proxy at the Annual Meeting. The matters considered and voted on by the Company’s stockholders at the Annual Meeting and the vote of the stockholders were as follows:
Matter 1. The election of four directors, each for a three-year term.
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Nominee | Shares Voted For | Shares Withheld | Broker Non-Votes |
Thomas W. Berry | 51,071,905 | 1,387,264 | 8,403,003 |
James P. Dunigan | 52,021,846 | 437,323 | 8,403,003 |
Frank L. Fekete | 50,564,155 | 1,895,014 | 8,403,003 |
Matthew K. Harding | 51,881,297 | 577,872 | 8,403,003 |
Matter 2. An advisory (non-binding) vote to approve the compensation paid to the named executive officers.
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Shares Voted For | Shares Voted Against | Shares Voted Abstain | Broker Non-Votes |
50,171,612 | 2,005,479 | 282,078 | 8,403,003 |
Matter 3. The approval of the 2019 Long-Term Equity Incentive Plan.
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Shares Voted For | Shares Voted Against | Shares Voted Abstain | Broker Non-Votes |
50,001,249 | 2,223,151 | 234,768 | 8,403,003 |
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Matter 4. The ratification of the appointment of KPMG LLP as the Company’s independent public accounting firm for the year ending December 31, 2019.
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| Shares Voted For | Shares Voted Against | Shares Voted Abstain | Broker Non-Votes |
| 59,365,596 | 1,232,836 | 263,740 | -0- |
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Item 7.01 Regulation FD Disclosure.
On April 26, 2019, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.23 per common share, payable on May 31, 2019 to stockholders of record on May 15, 2019.
This announcement was included as part of the press release announcing financial results for the three months ended March 31, 2019 and attached as Exhibit 99.1 to this report. A copy of the press release is being furnished to the SEC and shall not be deemed “filed” for any purpose.
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 issued by the Company on April 26, 2019 announcing its financial results for the three months ended March 31, 2019 and the declaration of a quarterly cash dividend.
EXHIBIT INDEX
Exhibit Description
99.1 Press release issued by the Company on April 26, 2019 announcing its financial results for the three months ended March 31, 2019 and the declaration of a quarterly cash dividend.
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.
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| | | PROVIDENT FINANCIAL SERVICES, INC. | |
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DATE: | April 26, 2019 | | By:/s/ Christopher Martin | |
| | | Christopher Martin | |
| | | Chairman, President and Chief Executive Officer | |
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