HCBK (MM)

 

 

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): September 16, 2014

 

 

HUDSON CITY BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		0-26001		22-3640393
(State or other jurisdiction of in Company)		(Commission File Number)		(IRS Employer Identification No.)

WEST 80 CENTURY ROAD

PARAMUS, NEW JERSEY 07652

(Address of principal executive offices, including zip code)

Registrant’s 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:

 

¨	Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 16, 2014, the Boards of Directors of Hudson City Bancorp, Inc. (the “Company”) and Hudson City Savings Bank (the “Bank”) each appointed Denis J. Salamone to serve as Chairman of the Board and Anthony J. Fabiano to serve as President and Chief Operating Officer, effective immediately. Mr. Fabiano was also elected a director to the Board of Directors of both the Company and the Bank, effective immediately.

Biographical and other information about Mr. Salamone and Mr. Fabiano required by Item 5.02(c) of Form 8-K was previously reported in the Company’s Form 10-K/A for the year ended December 31, 2013, and is incorporated herein by reference.

There are no family relationships between Mr. Salamone and Mr. Fabiano and any of the Company’s directors or executive officers, and the Company has not entered into any transactions with Mr. Salamone and Mr. Fabiano that are reportable under Item 404(a) of Regulation S-K.

There is no arrangement or understanding between Mr. Fabiano and any other persons pursuant to which Mr. Fabiano was selected as a director.

In connection with Mr. Fabiano’s appointment as President and Chief Operating Officer, the Compensation Committee of the Board of Directors adjusted Mr. Fabiano’s annual base salary to $600,000.

The Compensation Committee of the Board of Directors adjusted Mr. Salamone’s annual base salary to $1,200,000 in recognition of Mr. Salamone’s previous appointment as Chief Executive Officer.

The Company’s press release announcing the appointment of Mr. Salamone as Chairman of the Board and the press release announcing the appointment of Mr. Fabiano as President and Chief Operating Officer are attached as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference into this Item 5.02.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit No.		Description
99.1		Press release dated September 18, 2014 announcing Denis J. Salamone as Chairman of the Board
99.2		Press release dated September 18, 2014 announcing Anthony J. Fabiano as President and Chief Operating Officer

 

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SIGNATURE

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.

 

Dated: September 22, 2014

 

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Exhibit Index

 

Exhibit No.		Description
99.1		Press release dated September 18, 2014 announcing Denis J. Salamone as Chairman of the Board
99.2		Press release dated September 18, 2014 announcing Anthony J. Fabiano as President and Chief Operating Officer

 

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Exhibit 99.1

RELEASE: 7:00 AM – September 18, 2014

 

CONTACT:		Susan Munhall, Investor Relations
		Hudson City Bancorp, Inc.
		West 80 Century Road, Paramus, New Jersey 07652
TELEPHONE:		(201) 967-8290
E-MAIL:		smunhall@hcsbnj.com

Hudson City Bancorp, Inc. Appoints Denis J. Salamone Chairman of the Board

Paramus, New Jersey – Hudson City Bancorp, Inc. (NASDAQ: HCBK) (the “Company”), announced that Denis J. Salamone was appointed to serve as the Chairman of the Board of Directors of the Company and its wholly-owned subsidiary, Hudson City Savings Bank (the “Bank”), effective immediately. Mr. Salamone succeeds Ronald E. Hermance, Jr. who passed away on September 11, 2014. The Company previously announced that Mr. Salamone was appointed to succeed Mr. Hermance as Chief Executive Officer of the Company and the Bank.

Hudson City Bancorp, the holding company for Hudson City Savings Bank, maintains its corporate offices in Paramus, New Jersey. Hudson City Savings Bank, a well-established community financial institution serving its customers since 1868, is the largest thrift institution headquartered in New Jersey. Hudson City Savings currently operates a total of 135 branch offices in the New York metropolitan and surrounding areas.

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Exhibit 99.2

RELEASE 8:00 AM – September 18, 2014

 

CONTACT:		Susan Munhall, Investor Relations
		Hudson City Bancorp, Inc.
		West 80 Century Road, Paramus, New Jersey 07652
TELEPHONE:		(201) 967-8290
E-MAIL:		smunhall@hcsbnj.com

Hudson City Bancorp, Inc. Appoints Anthony J. Fabiano as President and Chief Operating Officer

Paramus, New Jersey - Hudson City Bancorp, Inc. (NASDAQ: HCBK) (the “Company”), announced today that Anthony J. Fabiano has been appointed President and Chief Operating Officer of the Company and its wholly-owned subsidiary, Hudson City Savings Bank (the “Bank”). Mr. Fabiano most recently served as Executive Vice President, Finance and Administration of the Company and the Bank. Mr. Fabiano succeeds Denis J. Salamone who was recently appointed Chief Executive Officer and Chairman of the Board of the Company and the Bank. Mr. Fabiano was also elected a director of both the Company and the Bank Board of Directors, effective immediately.

According to Mr. Salamone, “Tony is a highly skilled and versatile executive. He is well liked and respected by his peers. I am fortunate to have Tony as my business partner.”

Mr. Fabiano joined Hudson City with the acquisition of Sound Federal Bancorp in 2006 where he served as Senior Vice President and Chief Financial Officer (“CFO”). He immediately assumed a leadership role at Hudson City and became a proven member of senior management’s inner circle. Prior to Sound Federal Bancorp, Mr. Fabiano was the CFO of MSB Bancorp. Mr. Fabiano is a Certified Public Accountant and is a member of the American Institute of CPAs and the New York State Society of CPAs.

Mr. Fabiano resides in Mahopac, New York, with his wife Rose and three children.

Hudson City Bancorp, the holding company for Hudson City Savings Bank, maintains its corporate offices in Paramus, New Jersey. Hudson City Savings Bank, a well-established community financial institution serving its customers since 1868, is the largest thrift institution headquartered in New Jersey. Hudson City Savings currently operates a total of 135 branch offices in the New York metropolitan and surrounding areas.

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