As previously disclosed, on July 1, 2020, Dime Community Bancshares, Inc. (“Dime”) entered into
an Agreement and Plan of Merger (the “Merger Agreement”) with Bridge Bancorp, Inc. (“Bridge”), pursuant to which Dime will merge with and into Bridge (the “Merger”). Immediately following the Merger, Dime Community Bank (the “Bank”), the
wholly-owned subsidiary of Dime, will merge with and into BNB Bank, the wholly-owned subsidiary of Bridge.
Under the terms of the Merger Agreement and the bylaws of the resulting company and resulting bank, at the effective time of the
Merger (the “Effective Time”), the resulting company and the resulting bank will
each be comprised of twelve (12) directors, with six (6) directors designated by Dime and six (6) directors designated by Bridge.
On December 15, 2020, the Board of Directors of Dime
approved the appointment of Rosemarie Chen, Michael P. Devine, Vincent F.
Palagiano, Joseph J. Perry and Kevin Stein, each current directors of Dime and the Bank, to the resulting company’s and the resulting bank’s Boards of Directors, in each case to be effective as of the Effective Time and contingent upon the occurrence of the closing of the Merger. Under the terms of the Merger Agreement and the bylaws of the resulting company and
the resulting bank, Kenneth J. Mahon, a current director and Chief Executive Officer of Dime and the Bank, will be a director and serve as the non-employee Executive Chairman of the resulting company and the resulting bank. Further, in
accordance with the terms of the Merger Agreement and the bylaws of the resulting company and resulting bank, all directors of the resulting company and
resulting bank will be elected annually and will stand for election at the surviving company's annual meeting of shareholders following consummation of
the Merger.
At this time, none of the appointees have been named to serve on any committee of the surviving company’s or the surviving
bank’s Board of Directors, nor has the Dime Board or the Bank Board identified any committees to which such individuals are expected to be appointed. Dime and Bridge each anticipate designating
such committee members at the Effective Time, upon the closing of the Merger. None of the appointees have engaged in any transaction with Dime that would be reportable under Item 404(a) of Regulation S-K.
On December 18, 2020, the Company and Bridge issued a joint press release announcing the proposed composition of the
resulting company’s and resulting bank’s board of directors. A copy of the press release is attached hereto as Exhibit 99.1.
The foregoing description of the Merger Agreement and the transactions does not purport to be complete and is qualified in
its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to Dime’s Current Report on Form 8-K filed on July 2, 2020 and is incorporated into this Item 8.01 by reference.