BCB BANCORP INC
For the period ended Apr 24, 2025. Filed Mar 20, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 24, 2025 · Filed Mar 20, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
| [ ] | Preliminary Proxy Statement |
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| [ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| [x] | Definitive Proxy Statement |
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| [ ] | Definitive Additional Materials |
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| [ ] | Soliciting Material Pursuant to §240.14a-12 |
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BCB Bancorp, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| [x] | No fee required. |
|---|
| [ ] | Fee paid previously with preliminary materials. |
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| [ ] | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
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ANNUAL MEETING INVITATION
March 20, 2025
Dear Fellow Shareholder:
We cordially invite you to attend the Annual Meeting of Shareholders of BCB Bancorp, Inc. The annual meeting will be held at The Chandelier Restaurant, 1081 Broadway, Bayonne, New Jersey 07002, at 10:00 a.m., Eastern Time, on April 24, 2025.
The enclosed notice of annual meeting and proxy statement describe the formal business to be transacted at the annual meeting. During the annual meeting we will also report on the operations of BCB Bancorp, Inc. Directors and Officers, as well as a representative of our independent registered public accounting firm, will be present to respond to any shareholder questions.
The annual meeting is being held so that shareholders may vote upon the following matters: (i) the election of six directors; (ii) the ratification of the appointment of Wolf & Company, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2025; and (iii) an advisory, non-binding resolution with respect to the executive compensation described in the proxy statement.
The Board of Directors has determined that approval of the matters to be considered at the annual meeting is in the best interests of shareholders. For the reasons set forth in the proxy statement, the Board of Directors recommends a vote “FOR” its proposed director nominees, as well as proposals (ii) and (iii) above.
On behalf of the Board of Directors, we urge you to sign, date, and return the enclosed proxy card in the postage-paid envelope, or vote by telephone or the Internet by following the instructions on the enclosed proxy card, as soon as possible even if you currently plan to attend the annual meeting. This will not prevent you from voting in person at the annual meeting but will assure that your vote is counted if you are unable to attend the annual meeting. Your vote is important, regardless of the number of shares that you own. Your cooperation is appreciated, since a majority of the common stock must be represented at the annual meeting, either in person or by proxy, to constitute a quorum for the conduct of business.
Thank you for your continued support of BCB Bancorp, Inc.
Sincerely,
Mark D. Hogan
Chairman of the Board
Notice of 2024 Annual Meeting of Shareholders
| Date and Time: | April 24, 2025, at 10:00 a.m. (Eastern Time) | |
|---|---|---|
| Place: | The Chandelier Restaurant, 1081 Broadway, Bayonne, New Jersey 07002 | |
| Items to be Voted: | ∎ | elect six (6) director nominees named in the proxy statement; |
| ∎ | ratify the appointment of Wolf & Company, P.C. as BCB Bancorp, Inc.’s independent registered public accounting firm for fiscal year ending December 31, 2025; | |
| ∎ | vote, on an advisory basis, on the approval of the compensation of BCB Bancorp, Inc.’s named executive officers; and | |
| ∎ | conduct any other business properly brought before the annual meeting. | |
| Record Date: | Shareholders of record at the close of business on March 5, 2025 may vote at the meeting, and any adjournments or postponements thereof. A list of shareholders will be available at the annual meeting. |
By Order of the Board of Directors
Ryan Blake
Chief Operating Officer and Corporate Secretary
March 20, 2025
Your vote is important!
Shareholders of record can vote their shares by using the Internet or the telephone, or by attending the meeting and voting in person. Instructions for voting by using the Internet or the telephone are set forth on the proxy card that has been provided to you. The prompt voting of proxies will save us the expense of further requests for proxies. Shareholders of record who received a paper copy of the proxy materials also may vote their shares by marking their votes on the proxy card provided, signing and dating it, and mailing it in the self-addressed envelope provided, or by attending the meeting voting in person. If you need directions to attend the annual meeting and to vote in person, please call us at 1 (800)680-6872.
Important Notice Regarding the Availability
of Proxy Materials for the Annual Meeting to be Held on April 24, 2025
The Proxy Statement and Annual Report to Shareholders are available atwww.edocumentview.com/BCBP
| PROXY STATEMENT | 1 |
| GENERAL INFORMATION | 1 |
| Solicitation of Proxies | 1 |
| Purpose of the Meeting | 1 |
| Voting and Revocation of Proxies | 1 |
| Record Date | 2 |
| Quorum | 2 |
| Tabulation of Votes | 2 |
| PROPOSAL NO. 1 - Election of the Director Nominees of the Board of Directors | 3 |
| General | 3 |
| Director Nominees of the Board of Directors | 3 |
| BOARD OF DIRECTORS and director nominees | 4 |
| CORPORATE GOVERNANCE | 7 |
| Independence of Directors | 7 |
| Access to Corporate Governance Documents | 7 |
| Committees of our Board of Directors | 7 |
| Process for Selection of Director Nominee Candidates | 9 |
| Board Leadership Structure | 10 |
| The Board’s Role in Risk Oversight | 10 |
| Charters of the Committees of the Board of Directors | 10 |
| Director Attendance at Board, Committee and Annual Meetings | 10 |
| Executive Sessions of Non-Management Directors | 10 |
| Communications with the Board of Directors | 11 |
| Code of Business Conduct and Ethics | 11 |
| Human Capital Management | 11 |
| NON-EMPLOYEE DIRECTOR COMPENSATION | 12 |
| Cash Compensation | 12 |
| Equity Compensation | 12 |
| Director Deferred Compensation Plan | 13 |
| Hedging and Pledging Prohibition | 13 |
| NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL YEAR 2024 | 14 |
| PROPOSAL NO. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm | 15 |
| AUDIT COMMITTEE REPORT | 15 |
| Background | 15 |
| Responsibility | 15 |
| Process and Recommendation | 15 |
| Fees of Independent Auditors | 16 |
| Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services by Independent Auditors | 16 |
| Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2025 | 17 |
| EXECUTIVE OFFICERS | 18 |
| NAMED EXECUTIVE OFFICER COMPENSATION | 19 |
| Compensation Discussion and Analysis | 19 |
| COMPENSATION COMMITTEE REPORT | 26 |
| SUMMARY COMPENSATION TABLE | 27 |
| Employment Agreements | 29 |
| GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL YEAR 2024 | 31 |
| OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2024 | 32 |
| OPTIONS EXERCISED AND STOCK VESTED DURING FISCAL YEAR 2024 | 32 |
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 33 |
| 2024 CEO PAY RATIO | 35 |
| PAY VERSUS PERFORMANCE | 36 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 41 |
| Review of Related Person Transactions | 41 |
| Indemnification | 42 |
| DELINQUENT SECTION16 (a) REPORTS | 42 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 42 |
| PROPOSAL NO. 3 - Advisory Vote to Approve Named Executive Officer Compensation | 44 |
| OTHER INFORMATION | 45 |
| Shareholder Proposals or Nominations | 45 |
| Reduce Duplicate Mailings | 45 |
| Other Matters | 45 |
| Proxy Solicitation Costs | 45 |
| Incorporation by Reference | 46 |
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