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 24, 2019

 

PDL Community Bancorp

(Exact name of Registrant as Specified in Its Charter)

 

 

Registrant’s Telephone Number, Including Area Code: (718) 931-9000

 

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 (see General Instructions A.2. below):

Indicate by check mark whether the registrant is an emerging growth company 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. ☐

 

 

 

 

 

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On January 24, 2019, the Board of Directors (the “Board”) of PDL Community Bancorp, Inc. (the “Company”) elected María Alvarez to serve as director of the Company, filling a vacancy on the board.  On the same date the Boards of Directors of Ponce Bank Mutual Holding Company and Ponce Bank also elected Ms. Alvarez to serve on their boards as well, filling vacancies on those boards.  Ms. Alvarez will serve until the Company’s annual meeting of shareholders in 2019, at which time it is contemplated that she will be a nominee for election to a three-year term. Ms. Alvarez will also be appointed to the Audit Committee, Compensation Committee and Nominating Committee of the Company’s Board of Directors.  

 

Ms. Alvarez currently serves as a Board member of the Ponce de Leon Foundation.  Ms. Alvarez is the Executive Director of the New York StateWide Senior Action Council, Inc. and Brooklyn-wide Interagency Council on Aging.

 

Pursuant to the Company’s 2018 Long-Term Incentive Plan, the Board, subject to the filing of Ms. Alvarez’s Form 3, granted Ms. Alvarez 29,725 shares of restricted stock with an estimated aggregate fair value of $383,458 and 8,918 stock options with an estimated aggregate fair value of $31,479.  Both the restricted stock and the stock options will vest 30% in 2022 with the remainder vesting pro rata over the following seven years.  There is no arrangement or understanding between Ms. Alvarez and any other person pursuant to which Ms. Alvarez was appointed to the Board.  Ms. Alvarez is not a party to any transactions that would be required to be disclosed under Section 404(a) of Regulation S-K.

 

  

 

  

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

 

 

 

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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 thereunto duly authorized.

 

 

 

Exhibit 99.1

 

PDL Community Bancorp and Ponce Bank Announce Appointment of New Director

 

New York (January 30, 2019): Carlos P. Naudon, President and Chief Executive Officer and Steven A. Tsavaris, Executive Chairman of PDL Community Bancorp and Ponce Bank announced the election of María Alvarez to the Ponce Bank, PDL Community Bancorp, and Ponce Bank Mutual Holding Company Boards of Directors. Ms. Alvarez currently serves on the Board of the Ponce de Leon Foundation, a charitable foundation that was established in connection with the Ponce de Leon Federal Savings Bank reorganization in 2017.

 

“We are proud to welcome María to our Boards of Directors,” remarked CEO Carlos P. Naudon. “María’s background and community involvement makes for a perfect fit to the communities we serve, and Maria’s experience and insight will help us to better serve those communities. We look forward to working with her.”

 

“We are extremely excited to have María join the Ponce Bank team during such a dynamic time in our organization,” remarked Executive Chairman Steven A. Tsavaris. “We look forward to the fresh perspectives and valuable insights of our new Board member as we continue our commitment to our customers and our communities.”

Ms. Alvarez is the Executive Director of the New York StateWide Senior Action Council, Inc. and Brooklyn-wide Interagency Council on Aging. Ms. Alvarez has worked with senior citizen groups as an organizer, advocate, and director of housing and caregiver’s programs for over 22 years. She has designed and implemented educational, social service, and leadership programs for older adults. She is a certified Health Insurance Information Counseling and Assistance Program counselor. She holds a Bachelor’s Degree from Marquette University and a Master’s Degree in Non-Profit Management from the New School for Social Research where she was a Sloan Fellow.

 

Our administrative office is located at 2244 Westchester Avenue, Bronx, New York 10462, and our telephone number at this address is (718) 931-9000.  Our website address is www.poncebank.com.  Ponce Bank conducts its business from its administrative office and 13 branch offices. The banking offices are located in Bronx, Manhattan, Queens and Brooklyn, New York and Union City, New Jersey. Our primary market area currently consists of the New York City metropolitan area.