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PBNY > SEC Filings for PBNY > Form 8-K on 31-Oct-2012All Recent SEC Filings




Change in Directors or Principal Officers, Amendments to Articles of I

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

(d) On October 25, 2012, the Board of Directors of Provident New York Bancorp (the "Company") appointed two new directors, James F. Deutsch and Richard O'Toole. The appointments will become effective upon each appointee's purchase of shares of common stock in accordance with the Company's stock ownership guidelines.

Mr. Deutsch, age 57, has been serving as a managing director of Patriot Financial Partners, L.P. ("Patriot"), a private equity fund investing in community banks throughout the United States, since April 2011. From November 2004 until April 2011, Mr. Deutsch served as President, CEO, and a Director of Team Capital Bank, a community bank. Mr. Deutsch has been designated as a director by Patriot pursuant to the terms of the Corporate Governance Agreement dated August 7, 2012.

Mr. O'Toole, age 55, has served as Executive Vice President (real estate) of The Related Companies, a real estate development and management company since 2008. From 2005 until 2008 Mr. O'Toole served as a consultant for the Related Companies. There is no arrangement or understanding between Mr. O'Toole and any other person pursuant to which Mr. O'Toole was appointed as a director of the Company.

The Board of Directors has concluded that each of Messrs. Deutsch and O'Toole is independent. Neither Mr. Deutsch nor Mr. O'Toole is a party to any transaction required to be disclosed under Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries. Mr. Deutsch will serve as a member of the Audit Committee and Mr. O'Toole will serve as a member of the Enterprise Risk Committee.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On October 25, 2012, the Board of Directors amended the Company's bylaws, effective immediately, to delete Article II, Section 10 and eliminate the residency requirement for directors. A copy of the Amended and Restated Bylaws is attached to this report as Exhibit 3.1 and incorporated herein by reference.

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