- Current report filing (8-K)
December 29 2008 - 12:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 24, 2008
HUDSON CITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-26001
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22-3640393
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(State or other
jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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80 West 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 filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective December 24, 2008, the Board of Directors (the Board) of Hudson City Bancorp, Inc.
(the Company) adopted amendments to Articles II and IV of the Companys Amended and Restated
Bylaws (the Bylaws) to provide for majority voting in uncontested elections of directors. Under
the Bylaws, as amended, an incumbent director who does not receive the required majority vote must
promptly tender his or her resignation. The Board committee responsible for recommending nominees
for appointment or election to the Board, which is currently the Nominating and Governance
Committee, will consider the resignation and make a recommendation to the Board as to whether the
resignation should be accepted. Previously, the Bylaws required that directors be elected by a
plurality of the votes cast. The amendments to the Bylaws became effective immediately upon
adoption by the Board.
The text of the Bylaw amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and
is incorporated into this Item 5.03 by reference.
Item 9.01 Financial Statements and Exhibits
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(d) Exhibits
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3.1
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Amendments to the Amended and Restated Bylaws of Hudson City Bancorp, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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HUDSON CITY BANCORP, INC.
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By:
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/s/ James C. Kranz
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James C. Kranz
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Executive Vice President and
Chief Financial Officer
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Dated: December 29, 2008
EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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Exhibit 3.1
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Amendments to the Amended and Restated Bylaws of Hudson City
Bancorp, Inc..
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