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): January 20, 2005
DIME
COMMUNITY BANCSHARES, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
0-27782 |
|
11-3297463 |
|
(State
or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification
No.) |
209
Havemeyer Street, Brooklyn, New York 11211
(Address
of principal executive offices, including zip code)
Registrant's
telephone number, including area code: (718)
782-6200
None
(Former
name or former address, if changed since last report)
Item
1.01 Entry into a Material Definitive Agreement
On
January 20, 2005, the Board of Directors of Dime Community Bancshares, Inc. (the
"Company") approved adjustments in remuneration paid to outside directors, the
freezing of benefits under the Retirement
Plan for Board Members of Dime Community Bancshares, Inc. and the grant of stock
options to its nine outside directors, all of which are detailed below. These
adjustments were
based upon the recommendations of a nationally recognized
compensation-consulting firm, which the Company retains. The specific
recommendations to the Company were based on a comparative analysis of ten to
fifteen comparably sized and similarly located public banks.
On
January 20, 2005, the Board of Directors of Dime Community Bancshares, Inc. (the
"Company") approved the following adjustment in remuneration paid to the nine
outside directors of the Company and its direct and indirect
subsidiaries:
|
Remuneration
Item |
|
Previous
Level |
|
Adjusted
Level |
|
Annual
retainer |
|
$24,000 |
|
$30,000 |
|
Annual
retainer for the Chairman of the Audit Committee |
|
$- |
|
$5,000 |
|
Audit
Committee meeting attendance fee |
|
$600 |
|
$1,000 |
|
Meeting
attendance fees - all other committees |
|
$600 |
|
$700 |
On
January 20, 2005, the Board of Directors of the Company elected to freeze,
effective March 31, 2005, all future benefits payable to its nine outside
directors under the Retirement
Plan for Board Members of Dime Community Bancshares, Inc.
On
January 20, 2005, the Board
of Directors of the Company approved the grant of stock options under the
Dime Community Bancshares, Inc. 2004 Stock Incentive Plan ("2004 Stock Incentive
Plan") (filed as Exhibit 10.21 to the Company's Annual Report on Form 10-K for
the year ended December 31, 2004) to the outside directors of the Company as set
forth below, at an exercise price per share of $16.45 and otherwise subject to
the terms of the 2004 Stock Incentive Plan and the stock option agreement, the
form of which is attached hereto as Exhibit 10.1 and is incorporated herein by
reference:
|
Name
|
|
Number
of Stock
Options Grant |
|
Anthony
Bergamo |
|
8,480 |
|
George
L. Clark, Jr. |
|
8,480 |
|
Steven
D. Cohn |
|
8,480 |
|
Patrick
E. Curtin |
|
8,480 |
|
Joseph
H. Farrell |
|
8,480 |
|
Fred
P. Fehrenbach |
|
8,480 |
|
John
J. Flynn |
|
8,480 |
|
Stanley
Meisels |
|
8,480 |
|
Louis
V. Varone |
|
8,480 |
|
TOTALS |
|
76,320 |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
DIME
COMMUNITY BANCSHARES, INC.
/s/
KENNETH J. MAHON
By:
___________________________________________
Kenneth
J. Mahon
Executive
Vice President and Chief Financial Officer
Dated:
March 29, 2005
Exhibit
Index
|
Exhibit
Number |
|
Description |
| |
|
|
|
10.1 |
|
Form
of stock option award agreement under the 2004 Stock Incentive
Plan |