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

 

December 18, 2017

Date of Report (Date of earliest event reported)

 

PEAPACK-GLADSTONE FINANCIAL CORPORATION

(Exact name of Registrant as Specified in its Charter)

 

New Jersey

(State or Other Jurisdiction of Incorporation)

 

001-16197	22-3537895
(Commission File Number)	(IRS Employer Identification No.)

 

500 Hills Drive, Suite 300

Bedminster, New Jersey 07921-1538

(Address of principal executive offices)

(908) 234-0700

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

Item 5.03

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

 

Effective December 18, 2017, the Board of Directors of Peapack-Gladstone Financial Corporation (the “Company”) amended Article II, Section 2 of the Company’s Bylaws to eliminate the director age limitation of 75 years of age. A copy of the Amended and Restated Bylaws is attached hereto as an exhibit and incorporated herein by reference. The corporate governance guidelines were also amended to reflect the elimination of the age limitation requirement and to memorialize an annual review process for the nomination of existing directors. A copy of the corporate governance guidelines can be found on our Investor Relations website at www.pgbank.com under the section titled Corporate Information, Governance Documents.

 

Item 9.01

Financial Statements and Exhibits.

 

(a)

Financial Statements of Businesses Acquired: Not applicable

 

(b)

Pro Forma Financial Information: Not applicable

 

(c)

Shell Company Transactions: Not applicable

 

(d)

Exhibits

 

	Number	Description
	3.2	Amended and Restated Bylaws

 

 

 

 

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.

 

 

		PEAPACK-GLADSTONE FINANCIAL CORPORATION
Dated: December 20, 2017	By:	/s/ Jeffrey J. Carfora
		Jeffrey J. Carfora
		Senior Executive Vice President and Chief Financial Officer