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 25, 2024
           
PROVIDENT BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
           
Maryland
001-39090
84-4132422
(State or Other Jurisdiction
(Commission File No.)
(I.R.S. Employer
of Incorporation)
    
 Identification No.)
           
 
5 Market Street, Amesbury, Massachusetts
 01913
  
 
(Address of Principal Executive Offices)
(Zip Code)
  
           
Registrant’s telephone number, including area code:  (978) 834-8555
           
Not Applicable
(Former name or former address, if changed since last report)
           
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 Instruction A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

         
Title of each class
  
Trading Symbol
  
Name of each exchange on which registered
Common stock
  
PVBC
   The NASDAQ Stock Market LLC
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. ☐


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

(d)    On January 25, 2024, the Board of Directors of Provident Bancorp, Inc. (the “Company”) appointed Dennis Pollack to the Company’s Board of Directors, effective immediately.  Mr. Pollack has been appointed to the Company’s Compensation Committee.  Mr. Pollack had previously been appointed to the Board of Directors of BankProv, the Company’s wholly owned subsidiary.

Mr. Pollack’s appointments were made pursuant to a previously disclosed agreement (the “Agreement”), entered into by the Company with Stilwell Activist Fund, L.P., Stilwell Activist Investments, L.P., Stilwell Partners, L.P., Stilwell Value LLC, Joseph Stilwell and Mr. Pollack.

Mr. Pollack is not a party to any transaction with the Company or BankProv that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K.  Mr. Pollack will receive the standard compensatory arrangements that the Company currently provides its non-employee directors, as described in the Company’s proxy statement for its 2023 Annual Meeting of Stockholders, as filed with the Securities and Exchange Commission on April 18, 2023, and will be granted equity awards as provided under the Agreement.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On January 25, 2024, the Board of Directors of the Company amended Article II, Section 12(a) of the Company’s Bylaws to remove a residency requirement and to increase the age limitation on service as a director to 75.

The amendment to the Company’s bylaws is filed herewith as Exhibit 3 to this Current Report and incorporated herein by reference.

Item 8.01 Other Events

On January 26, 2024, the Company issued a press release announcing Mr. Pollack’s appointment.  A copy of the press release is attached as Exhibit 99.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits

 
(d)
Exhibits
     
   
Exhibit
Description
       
   
Text of amendments to Bylaws
   
Press Release dated January 26, 2024
   
104
Cover Page Interactive Data File (embedded within Inline XBRL document)


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.


         
   
PROVIDENT BANCORP, INC.
  
         
DATE:   January 26, 2024
  
By: 
/s/ Joseph B. Reilly
  
     
Joseph B. Reilly
  
     
Co-President and Co-Chief Executive Officer
  


EXHIBIT 3

TEXT OF AMENDMENTS TO BYLAWS

Article II, Section 12(a) of the Bylaws is amended to read as follows:

Section 12. Director Qualifications

(a) No person shall be eligible for election or appointment to the Board of Directors: (i) if a financial or securities regulatory agency has, within the past ten years, issued a cease and desist, consent or other formal order, other than a civil money penalty, against such person, which order is subject to public disclosure by such agency; (ii) if such person has been convicted of a crime involving dishonesty or breach of trust which is punishable by imprisonment for a term exceeding one year under state or federal law; or (iii) if such person is currently charged in any information, indictment, or other complaint with the commission of or participation in such a crime.  No person may serve on the Board of Directors if such person is: (w) at the same time, a director, officer, employee or 10% or more stockholder of a bank, savings institution, credit union, mortgage banking company, consumer loan company or similar organization, other than a subsidiary of the Corporation, that engages in financial services related business activities or solicits customers, whether through a physical presence or electronically, in the same market area as the Corporation or any of its subsidiaries; (x) does not agree in writing to comply with all of the Corporation’s policies applicable to directors including but not limited to its confidentiality policy and confirm in writing his or her qualifications hereunder; (y) is a party to any agreement, understanding or arrangement with a party other than the Corporation or a subsidiary that (1) provides him or her with material benefits which are tied to or contingent on the Corporation entering into a merger, sale of control or similar transaction in which it is not the surviving institution, (2) materially limits his or her voting discretion as a member of the Board of Directors of the Corporation, or (3) materially impairs his or her ability to discharge his or her fiduciary duties with respect to the fundamental strategic direction of the Corporation; or (z) has lost more than one election for service as a director of the Corporation.  No person shall be qualified to continue to serve as a Director after the annual meeting immediately following his or her seventy-fifth (75th) birthday.


EXHIBIT 99.1

 









Press Release – For Immediate Release:


Press Contact: Kathleen Barrett, VP, Director of Marketing
Phone: 603-334-1251
Email: kbarrett@bankprov.com


Provident Bancorp, Inc. Appoints Dennis Pollack to Board of Directors

Portsmouth, NH – January 26, 2024 – Provident Bancorp, Inc. (NASDAQ: PVBC) is pleased to announce the appointment of Dennis Pollack to its Board of Directors as well as to the Board of Directors of its operating subsidiary, BankProv, a future-ready commercial bank that offers technology-driven banking solutions to its clients. Mr. Pollack brings a wealth of experience to the role, having served in various executive positions, including most recently as President and CEO of Prudential Bank in Philadelphia, PA.
“We are thrilled to welcome Dennis Pollack to the boards of Provident and BankProv. With decades of banking experience and a deep understanding of the market, Dennis is well-equipped to work with senior management to help guide our strategic vision in alignment with the interests of our shareholders” expressed Joe Reilly, Co-CEO of Provident Bancorp, Inc. and BankProv.
Dennis Pollack's extensive background includes executive roles at Sony Corporation of America, the Connecticut Bank of Commerce, the Savings Bank of Rockland County, and Paulson & Company. He has previously served on the boards of several depository institutions and has been recognized for his contributions to the banking industry, with published articles in Bottomline Magazine and The Bankers Magazine.
Mr. Pollack holds a B.S. in Economics from Seton Hall University, an M.B.A. from Columbia Business School, and a post-M.B.A. Diploma in Bank Lending from New York University.
About BankProv
BankProv is a subsidiary of Provident Bancorp, Inc. (NASDAQ: PVBC). BankProv is a future-ready commercial bank that offers a comprehensive suite of banking products for corporate clients. As a premier Banking-as-a-Service (BaaS) provider specializing in technology-driven banking solutions to niche markets, the Bank seeks to build financially strong and vibrant communities by investing in the success of their clients through understanding and solving their unique business needs. BankProv is a trusted advisor and partner to a wide range of niche, technology-driven industries including renewable energy, fintech and enterprise value lending. Headquartered in Amesbury, Massachusetts, BankProv is the 10th oldest bank in the nation. The Bank insures 100% of deposits through a combination of insurance provided by the Federal Deposit Insurance Corporation (FDIC) and the Depositors Insurance Fund (DIF). To learn more about the organization, visit bankprov.com.

Forward-Looking Statements

This news release may contain certain forward-looking statements, such as statements of the Company’s or the Bank’s plans, objectives, expectations, estimates and intentions. Forward-looking statements may be identified by the use of words such as, “expects,” “subject,” “believe,” “will,” “intends,” “may,” “will be” or “would.” These statements are subject to change based on various important factors (some of which are beyond the Company’s or the Bank’s control) and actual results may differ materially. Accordingly, readers should not place undue reliance on any forward-looking statements (which reflect management’s analysis of factors only as of the date on which they are given). Readers should carefully review the risk factors described in other documents that the Company files from time to time with the Securities and Exchange Commission, including Annual and Quarterly Reports on Forms 10-K and 10-Q, and Current Reports on Form 8-K.