Form 8-K - Current report

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): December 19, 2023

PROVIDENT FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-31566	42-1547151
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

239 Washington Street, Jersey City, New Jersey 07302

(Address of principal executive offices) (Zip Code)

(732) 590-9200

(Registrant's telephone number, including area code)

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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	PFS	The New York Stock Exchange

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

(e) Provident Financial Services, Inc. (“Provident Financial”) and Christopher Martin, Executive Chairman of the Board of Provident Financial and Provident Bank, have entered into an amendment to the Executive Chairman Agreement by and between Provident Financial and Mr. Martin (the “Agreement”) for the purpose of extending the term of the Agreement from December 31, 2023 until May 31, 2024. All other terms of the Agreement are unchanged and remain in full force and effect.

In addition, Provident Financial and Mr. Martin have entered into an amendment to the Change in Control Agreement by and between Provident Financial and Mr. Martin, also for the purpose of extending the term of the Change in Control Agreement from December 31, 2023 until May 31, 2024. All other terms of the Change in Control Agreement are unchanged and remain in full force and effect.

The foregoing summary of the amendments to the Agreement and Change in Control Agreement is qualified in its entirety by the full text of the amendments to these agreements, which are attached to this Form 8-K as Exhibits 10.1 and 10.2 and incorporated herein by reference.

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

10.1		Amendment to Executive Chairman Agreement between Provident Financial Services, Inc. and Christopher Martin, dated December 19, 2023
10.2		Amendment to Change in Control Agreement between Provident Financial Services, Inc. and Christopher Martin, dated December 19, 2023
104		The cover page from the Company’s Form 8-K, formatted in Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Provident Financial Services, Inc.


DATE: December 22, 2023	By:	/s/ John F. Kuntz
		John F. Kuntz Senior Executive Vice President

EXHIBIT 10.1

AMENDMENT TO

EXECUTIVE CHAIRMAN AGREEMENT

This Amendment, dated December 19, 2023 (the “Amendment”), amends the Executive Chairman Agreement dated December 31, 2021 and which was effective as of January 1, 2022 (the “Employment Agreement”), by and between Provident Financial Services, Inc. (the “Company”), a Delaware corporation, and Christopher Martin (“Executive”). Capitalized terms not defined herein shall have the meaning set forth in the Employment Agreement.

W I T N E S S E T H:

WHEREAS, in accordance with the terms of the Employment Agreement, Executive currently serves as Executive Chairman of the Company and the Bank and as a member of the Board of Directors of the Company and the Bank; and

WHEREAS, the term of the Employment Agreement expires December 31, 2023; and

WHEREAS, the parties have agreed to extend the term of the Employment Agreement until May 31, 2024; and

WHEREAS, pursuant to Section 12 of the Employment Agreement, the parties desire to amend the Employment Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual agreements herein set forth and such other consideration the sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows:

Section 1. Amendment to the Employment Agreement. Section 1 of the Employment Agreement is hereby amended to replace the words “December 31, 2023” with the words “May 31, 2024.”

Section 2. Continuation of Employment Agreement. Except as expressly set forth in Section 1 above, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Employment Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect and shall be otherwise unaffected.

Section 2. Governing Law. This Amendment and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Delaware.

Section 4. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed an original, and all of which together shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the Company and the Executive have duly executed this Amendment as of the day and year first written above.

ATTEST:	PROVIDENT FINANCIAL SERVICES, INC.
/s/ Bennett MacDougall	By: /s/ Matthew K. Harding
Bennett MacDougall, Corporate Secretary	Matthew K. Harding Chair of the Compensation Committee

WITNESS:	EXECUTIVE


/s/ John F. Kuntz	By: /s/ Christopher Martin
John F. Kuntz, Senior Executive Vice President	Christopher Martin

EXHIBIT 10.2

AMENDMENT TO

CHANGE IN CONTROL AGREEMENT

This Amendment, dated December 19, 2023 (the “Amendment”), amends the Change in Control Agreement dated December 31, 2021 and which was effective as of January 1, 2022 (the “CIC Agreement”), by and between Provident Financial Services, Inc. (the “Company”), a Delaware corporation, and Christopher Martin (“Executive”). Capitalized terms not defined herein shall have the meaning set forth in the CIC Agreement.

W I T N E S S E T H:

WHEREAS, Executive currently serves as Executive Chairman of the Company and the Bank and as a member of the Board of Directors of the Company and the Bank and in accordance with the terms of the CIC Agreement is entitled to certain benefits in the event of a Change in Control followed by a termination of Executive’s employment with the Company or the Bank; and

WHEREAS, the term of the CIC Agreement expires December 31, 2023; and

WHEREAS, the parties have agreed to extend the term of the CIC Agreement until May 31, 2024; and

WHEREAS, pursuant to Section 11 of the CIC Agreement, the parties desire to amend the CIC Agreement.

Section 1. Amendment to the CIC Agreement. Section 2 of the CIC Agreement is hereby amended to replace the words “December 31, 2023” with the words “May 31, 2024.”

Section 2. Continuation of CIC Agreement. Except as expressly set forth in Section 1 above, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the CIC Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect and shall be otherwise unaffected.

Section 2. Governing Law. This Amendment and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Company and the Executive have duly executed this Amendment as of the day and year first written above.

ATTEST:	PROVIDENT FINANCIAL SERVICES, INC.
/s/ Bennett MacDougall	By: /s/ Matthew K. Harding
Bennett MacDougall, Corporate Secretary	Matthew K. Harding Chair of the Compensation Committee

WITNESS:	EXECUTIVE


/s/ John F. Kuntz	By: /s/ Christopher Martin
John F. Kuntz, Senior Executive Vice President	Christopher Martin

Document and Entity Information	Dec. 19, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 19, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-31566
Entity Registrant Name	PROVIDENT FINANCIAL SERVICES, INC.
Entity Central Index Key	0001178970
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	42-1547151
Entity Address, Address Line One	239 Washington Street
Entity Address, City or Town	Jersey City
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07302
City Area Code	732
Local Phone Number	590-9200
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	PFS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false