Form 8-K - Current report
09 Août 2023 - 2:37PM
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2023-08-06
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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):
August 6, 2023
CARVER BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
001-13007 |
13-3904174 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File No.) |
(I.R.S. Employer
Identification No.) |
75 West 125th Street, New York, NY |
10027-4512 |
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (212)
360-8820
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) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
|
Trading symbol(s) |
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Name of each exchange on which registered |
Common stock, par value $0.01 per share |
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CARV |
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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 of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers |
On August 6, 2023, Michael
T. Pugh advised Carver Bancorp, Inc. (the “Company”) and Carver Federal Savings Bank (the “Bank”) that he: (1)
was resigning as a director of both the Company and the Bank, effective September 30, 2023; and (2) was resigning his positions as Chief
Executive Officer and President of the Company and the Bank, effective September 30, 2023. Mr. Pugh is departing the Company and the Bank
to pursue professional and philanthropic interests on a national level. Mr. Pugh’s resignation was not related to a disagreement
with the Company or the Bank on any matter relating to the Company’s or the Bank’s operations, policies or practices.
The Company intends to conduct
a national search for a permanent Chief Executive Officer and President through an executive search process.
On August 9, 2023, the Company issued a press release
announcing Mr. Pugh’s resignation. That press release is attached to this report as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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.
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CARVER BANCORP, INC.
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DATE: August 9, 2023 |
By: |
/s/ Isaac Torres |
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Isaac Torres |
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SVP, General Counsel and Corporate Secretary |
Exhibit 99.1
Carver Bancorp, Inc. Announces Chief Executive
Officer Transition
NEW YORK, Aug. 9, 2023 /PRNewswire/ -- Carver Bancorp,
Inc. (Nasdaq: CARV) ("Carver"), the holding company for Carver Federal Savings Bank (the "Bank") announced today
that Michael T. Pugh will leave his position as President & CEO and director effective September 30, 2023. Mr. Pugh is departing
Carver to pursue professional and philanthropic interests on a national level.
A national search will be undertaken to find
a permanent President & CEO to lead Carver in its ongoing mission to provide banking services and business capital to communities
of color throughout the Greater New York City area.
Mr. Pugh is only the fifth CEO in the history
of Carver, which opened its doors in 1948 to serve the needs of African-American and Caribbean-American communities in New York City
that had limited access to mainstream banking services and business capital. He leaves a legacy of operational excellence, strengthening
regulatory controls, growing the Bank's loan portfolio while maintaining asset quality, and deepening community relationships. Mr. Pugh
joined Carver in 2012 as Chief Revenue Officer. He was named President and Chief Operating Officer in 2013, and succeeded Deborah Wright
as Chief Executive Officer in January 2015.
Lewis P. Jones III, Chairman of the Board,
commented, "The Carver Board thanks Michael for his outstanding contributions to Carver’s mission to promote economic
empowerment and support the banking needs of diverse communities throughout the New York City area. We wish him the best as he begins
the next chapter of his professional career."
Michael T. Pugh stated, “It has
been the highlight of my career to serve as the President & CEO of Carver. I am proud of the many accomplishments during my tenure.
I am confident that the Carver Board and management team are well-prepared to fulfill the company’s mission and continue to be
a significant community development financial institution for years to come. I am grateful for the support of our management team, staff,
customers, and shareholders who are pivotal to Carver's continued success."
About Carver Bancorp, Inc.
Carver Bancorp, Inc. (NASDAQ: CARV) is the holding company for Carver Federal Savings Bank, a federally chartered stock savings
bank. Headquartered in Harlem, NY, Carver was founded in 1948 to serve African-American and Caribbean-American communities in New York
whose residents, businesses, and institutions had limited access to mainstream financial services. The U.S. Treasury Department has designated
Carver as a Community Development Financial Institution ("CDFI") because of its community-focused banking services and dedication
to its local community's economic viability and revitalization. Carver is one of the largest African- and Caribbean-American managed
banks in the United States. The Bank recently expanded its online presence to include consumer checking and savings accounts across nine
states, from Massachusetts to Virginia, and Washington, DC. For further information, please visit the Company's website at www.carverbank.com.
Be sure to connect with Carver on Facebook, LinkedIn, and Twitter.
Certain statements in this press release are
"forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. These statements are based
on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially
from those included in these statements due to a variety of factors, risks, and uncertainties. More information about these factors,
risks, and uncertainties is contained in our filings with the Securities and Exchange Commission.
Media:
Michael Herley for Carver
203.308.1409
mediainquiries@carverbank.com
Investors:
ir@carverbank.com
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