- Current report filing (8-K)
July 21 2010 - 8:47AM
Edgar (US Regulatory)
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 20, 2010
HUDSON CITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of
incorporation)
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0-26001
(Commission File
Number)
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22-3640393
(IRS Employer
Identification No.)
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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:
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Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02
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Results of Operations and Financial Condition.
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On July 21, 2010, Hudson City Bancorp, Inc. (the Company), the holding company for Hudson
City Savings Bank (the Bank), issued a press release announcing financial results for the quarter
ended June 30, 2010. A copy of the press release is attached as Exhibit 99.1 to this Report.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On July 20, 2010, the Board of Directors of the Company (the Board) elected a new director,
Cornelius E. Golding, to serve on the Companys Board. Mr. Goldings election is effective
immediately. Mr. Golding will stand for election at the annual meeting of shareholders in 2011,
and if elected by the Companys shareholders, will serve until the expiration of his term at the
Companys 2013 annual meeting of shareholders. Mr. Golding has been appointed to serve on the
Companys Audit and Nominating and Governance Committees. Mr. Golding will also serve as a
director of the Bank.
Mr. Golding will receive cash compensation for his service on the Board, and any committee of
the Board on which he serves, in accordance with the Companys compensation arrangements for
non-employee directors. A description of the Companys compensation arrangements for non-employee
directors is set forth in our definitive proxy statement for the 2010 annual meeting of
shareholders, filed with the Securities and Exchange Commission on March 18, 2010. Mr. Golding
will also receive an initial deferred stock unit award of the Companys common stock valued at
$250,000, with the actual number of shares to be issued in settlement of that award to be based
upon the final reported sale price of the Companys common stock on the Nasdaq Stock Market on
July 23, 2010. The deferred stock unit award will be awarded pursuant to the terms of the
Companys 2006 Stock Incentive Plan. The deferred stock unit award will vest in equal installments
over a period of three years. Mr. Golding will receive dividend equivalent rights in respect of
the deferred stock unit award whether such shares are vested or unvested but will have no voting
rights prior to settlement. Settlement of the deferred stock unit award will not occur until six
months following termination of service. Pursuant to the 2006 Stock Incentive Plan, Mr. Golding
will also be granted the option to purchase 37,500 shares of the Companys common stock at an
exercise price equal to the final reported sale price for shares of the Companys common stock on
the Nasdaq Stock Market on July 23, 2010. The option will vest on July 23, 2011 and have a term of
ten years from the grant date subject to accelerated vesting as provided in the 2006 Stock
Incentive Plan.
There are no arrangements or understandings between Mr. Golding and any other persons pursuant
to which Mr. Golding was selected as a director of the Company.
Mr. Golding has not been a participant in, or is to be a participant in, any related-person
transaction or proposed related-person transaction required to be disclosed by Item 404(a) of
Regulation S-K under the Securities Exchange Act of 1934.
2
Item 9.
01 Financial Statements and Exhibits.
The following exhibit is furnished as part of this Report:
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Exhibit No.
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Description
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99.1
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Press Release dated July 21, 2010 by Hudson City Bancorp,
Inc., announcing financial results for the quarter ended June 30, 2010.
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The information provided pursuant to Item 2.02 and Item 9.01 hereto shall not be deemed
incorporated by reference by any general statement incorporating by reference this Form 8-K into
any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, and shall not otherwise be deemed filed under such Acts.
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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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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: July 21, 2010
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Press Release dated July 21, 2010, by Hudson City Bancorp,
Inc., announcing financial results for the quarter ended June 30, 2010.
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5
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