Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective December 24, 2008, the Board of Directors (the "Board") of Hudson
City Bancorp, Inc. (the "Company") adopted amendments to Articles II and IV of
the Company's Amended and Restated Bylaws (the "Bylaws") to provide for majority
voting in uncontested elections of directors. Under the Bylaws, as amended, an
incumbent director who does not receive the required majority vote must promptly
tender his or her resignation. The Board committee responsible for recommending
nominees for appointment or election to the Board, which is currently the
Nominating and Governance Committee, will consider the resignation and make a
recommendation to the Board as to whether the resignation should be accepted.
Previously, the Bylaws required that directors be elected by a plurality of the
votes cast. The amendments to the Bylaws became effective immediately upon
adoption by the Board.
The text of the Bylaw amendment is filed as Exhibit 3.1 to this Current
Report on Form 8-K and is incorporated into this Item 5.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1 Amendments to the Amended and Restated Bylaws of Hudson City Bancorp, Inc.