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): July 27, 2005
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PROVIDENT FINANCIAL SERVICES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 001-31566 42-1547151
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
830 Bergen Avenue, Jersey City, New Jersey 07306-4599
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (201) 333-1000
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Not Applicable
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(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))
Item 1.01 Entry into a Material Definitive Agreement.
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As discussed in more detail below, a compensatory plan or arrangement in
which executive officers may participate was amended by the Board of Directors
of Provident Financial Services, Inc. (the "Company").
2005 Performance-Based Incentive Plan. On July 27, 2005, the Board of
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Directors of the Company amended the 2005 Performance-Based Incentive Plan (the
"2005 Incentive Plan"), the terms of which were previously disclosed by the
Company in a Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 29, 2004. The amendment changes the composition of
incentive payments that may be earned under the 2005 Incentive Plan from a
mixture of cash and restricted stock that vests over five years to all cash.
Prior to this amendment, the 2005 Incentive Plan provided that payments under
the plan would be made in cash and in the form of restricted stock awards on a
75%/25% or 90%/10% basis, depending on the level of the participating senior
officer.
All other terms of the 2005 Incentive Plan remain unchanged. The 2005
Incentive Plan is a performance-based incentive plan for the payment of
incentive compensation to senior officers based on the Company's financial
performance in 2005. The incentive payments under this plan are payable in 2006,
based on the Company's 2005 financial performance compared with 2005 targets
related to: (i) earnings per share (weighted 50%); (ii) efficiency ratio
(weighted 25%); and (iii) return on average assets (weighted 25%) (collectively,
the "Corporate Targets"). For a majority of the senior officers who will
participate, payment of incentive compensation to each officer will also be
based on the officer's performance against his or her 2005 individual
objectives.
Incentive payments based on the Company's 2005 financial performance may be
made if the Company's 2005 financial performance meets or exceeds 95% of the
Corporate Targets ("Threshold"). Incentive payments will be a percentage of the
senior officer's base salary, which percentage will increase based on the extent
to which the Company's financial performance exceeds the Threshold.
Item 9.01. Financial Statements and Exhibits
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(a) Financial Statements of Businesses Acquired. Not applicable
(b) Pro Forma Financial Information. Not Applicable
(c) Exhibits. Not applicable
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 FINANCIAL SERVICES, INC.
DATE: July 28, 2005 By: /s/ Paul M. Pantozzi
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Paul M. Pantozzi
Chairman and Chief Executive Officer