BCB BANCORP INC
For the period ended Dec 31, 2023. Filed Mar 8, 2024.
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FY2023 · Filed Mar 8, 2024
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1)Financial Statements
The exhibits and financial statement schedules filed as a part of this Form 10-K are as follows:
(A) Report of Independent Registered Public Accounting Firm
(B) Consolidated Statements of Financial Condition as of December 31, 2023 and 2022
(C) Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021
(D) Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021
(E) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021
(F) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021
(G) Notes to Consolidated Financial Statements
(a)(2)Financial Statement Schedules
All schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated statements or the notes thereto.
(b)Exhibits
| 3.1 | Restated Certificate of Incorporation of BCB Bancorp, Inc. |
| 3.2 | Bylaws of BCB Bancorp, Inc. (1) |
| 4.1 | Specimen Stock Certificate (2) |
| 4.2 | Description of Common Stock (3) |
| 4.3 | Form of Subordinated Note Purchase Agreement (4) |
| 4.4 | Form of Subordinated Note (5) |
| 10.1 | BCB Community Bank Executive and Director Deferred Compensation Plan (6) |
| 10.2 | Employment Agreement with Michael A. Shriner |
| 10.3 | BCB Bancorp, Inc. 2011 Stock Option Plan (7) |
| 10.4 | BCB Bancorp, Inc. 2018 Equity Incentive Plan (8) |
| 10.5 | Defined Benefit Supplemental Executive Retirement Plan (9) |
| 10.6 | Employment Agreement with Ryan Blake (10) |
| 10.7 | Employment Agreement with Sandra L. Sievewright (11) |
| 10.8 | BCB Bancorp, Inc. 2023 Equity Incentive Plan (12) |
| 10.9 | Employment Agreement with Jawad Chaudhry (13) |
| 14 | Conflicts of Interest, Usurpation of Corporate Opportunity & Code of Conduct Policy (14) |
| 21 | Subsidiaries of the Company |
| 23 | Consent of Independent Registered Public Accounting Firm – Wolf & Company, P.C.. |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 | BCB Bancorp Inc., Clawback Policy |
(1)Incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the Securities and Exchange Commission on February 22, 2023.
(2)Incorporated by reference to Exhibit 4 to the Form 8-K-12g3 filed with the Securities and Exchange Commission on May 1, 2003.
(3)Incorporated by reference to Exhibit 4.3 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 11, 2020.
(4)Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on July 31, 2018.
(5)Incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the Securities and Exchange Commission on July 31, 2018.
(6)Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 21, 2023.
(7)Incorporated by reference to Appendix A to the proxy statement for the Company’s Annual Meeting of Shareholders (File No. 000-50275), filed by the Company with the Securities and Exchange Commission on Schedule 14A on March 28, 2011.
(8)Incorporated by reference to Appendix A to the proxy statement for the Company’s Annual Meeting of Stockholders by the Company with the Securities and Exchange Commission on March 26, 2018.
(9)Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on January 3, 2022.
(10)Incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2022.
(11)Incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2022.
(12)Incorporated by reference to Appendix A to the proxy statement for the Company’s 2023 Annual Meeting of Stockholders filed by the Company with the Securities and Exchange Commission on March 21, 2023.
(13)Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Securities and Exchange Commission on September 29, 2022.
(14)Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Securities and Exchange Commission on March 21, 2023.
ITEM 16. FORM 10-K SUMMARY
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