Dime Commercial Bancshares, Inc. (DCOM) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to Dime Community Bancshares Special Meeting of Shareholders. I would now like to hand the conference over to your speaker today, Vincent Palagino (sic) [ Palagiano ]. Go ahead. You can go ahead, sir.

Good morning, ladies and gentlemen. Welcome to the Virtual Meeting of Shareholders of Dime Community Bancshares, Inc. I am Vincent Palagiano, Chairman of the Board of Directors of Dime Community Bancshares, Inc. It is my pleasure, on behalf of the Board of Directors and the officers of Dime Community Bancshares, Inc., to extend to you a warm welcome and to express our appreciation to you for participating in this meeting. With the continuation of the COVID-19 pandemic, your board felt it important for the protection of all of the company's constituents to practice social distancing and to hold this special meeting remotely. I would first like to acknowledge the members of our Board of Directors for attending today's special meeting. Michael Devine, Vice Chairman of the Board; Kathleen Nelson, our Lead Director; Rosemarie Chen; Steven Cohn; Patrick Curtin; Barbara Koster; Joseph Perry; and Kevin Stein. I would also like to acknowledge Kenneth Mahon, Chief Executive Officer and a director of the company; Stuart Lubow, President; Avi Reddy, Senior Executive Vice President and Chief Financial Officer; and Patricia Schaubeck, Executive Vice President and General Counsel, who will act as secretary of the meeting. Also participating in today's special meeting are Paul Aguggia of global firm Holland & Knight. The purpose of today's meeting are: first, to approve the agreement and plan of merger dated as of July 1, 2020, by between Bridge Bancorp, Inc. and Dime Community Bancshares, Inc. and the merger pursuant to which Dime will merge and with and into Bridge. I will refer to this throughout the special meeting as the merger proposal. Second, to approve on a nonbinding advisory basis the compensation that may become payable to the named executive officers of Dime in connection with the merger. I'll refer to this throughout the special meeting as the Dime merger-related compensation proposal. And third, to approve the proposal to adjourn this special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes to approve the merger proposal. I will refer to this throughout the special meeting as the Dime adjournment proposal. The secretary of the meeting has a certified list of eligible shareholders of the company entitled to vote at this special meeting. I will now ask Ms. Schaubeck to make a report.

Thank you, Mr. Chairman. I'm in possession of proof by affidavit that notice of the special meeting has been duly given and that a proxy statement and form of proxy have been mailed to every shareholder of record as of October 12, 2020. There were 33,049,882 shares of stock of the company outstanding on the record date. I also report that the Board of Directors has appointed Broadridge Financial Solutions, Inc. to act as the inspector of election at this special meeting and any adjournments thereof and to count and examine all votes. Francis Byrd of the inspector of election has filed with me an oath of office and a certification that a quorum is present at this special meeting.

Thank you, Ms. Schaubeck. I now declare the Special Meeting of Shareholders of Dime Community Bancshares, Inc. to be convened. In order to have a constructive meeting, we have prepared and made available on the portal the order of business and the rules of procedure that we will follow with today's meeting. Questions may be submitted at any time during the meeting by following the instructions on the portal. Shareholders and proxyholders who wish to ask questions or make comments are advised to observe the rules of procedure. A specific point in the proceedings has been designated for recognition of those questions and discussions regarding the items of business being addressed. At that point, I will address the questions submitted by shareholders or proxyholders on the subjects being considered. The first item of business is the approval of the merger proposal, which is the proposal to approve the agreement and plan of merger dated as of July 1, 2020, by and between Bridge Bancorp, Inc. and Dime Community Bancshares, Inc. and the merger pursuant to which Dime will merge with and into Bridge. The Board of Directors unanimously recommends that company shareholders to vote for the merger proposal. The second item of business is the shareholder approval of the Dime merger-related compensation proposal. The Board of Directors unanimously recommends that the company's shareholders approve on a nonbinding advisory vote compensation that may become payable to the company named executive officers by adopting the following resolution, which I will now read. Resolve that the compensation that may become payable to its named executive officers in connection with the merger as disclosed in the table under the caption description of the merger, interest of Dime's directors and executive officers in the merger, merger-related executive confirmation for Dime's named executive officers. In the joint proxy statement prospectus in accordance with Item [ 420-T ] of Regulation [ S2SK, ] including the associated narrative discussion and the agreements of understanding pursuant to which such compensation may become paid or payable, is hereby approved. The last item on today's agenda is the Dime adjournment proposal, which is the proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes to approve the merger proposal. The Board of Directors unanimously recommends the company's shareholders to vote for the approval of Dime's adjournment proposal. The meeting is now open for a discussion of the merger proposal for the Dime merger-related compensation proposal and the Dime adjournment proposal. Questions are limited to the proposal to presented. If there are no...

Mr. Chairman, currently, no questions.

If there are no questions or comments, and since there is no other business on today's agenda, we will proceed with the balloting on the foregoing proposals. If you have already voted by proxy and do not wish to change your vote, you need not vote in person at this meeting. If you wish to revoke your proxy and vote now, you may do so by following the instructions on the portal. If you need to vote or change your vote, please do so now by following the instructions on the portal. [Voting]

I now declare the polls closed. The inspector is now making account and will submit a preliminary report of the results of the votes as represented. The instructor has completed the tabulation of the votes, and the secretary will now read the preliminary results of the inspector's report.

Thank you, Mr. Chairman. The preliminary voting results are as follows. Proposal 1, merger proposal. The report shows that Proposal 1, the merger proposal, received the affirmative vote of the holders of at least a majority of the issued and outstanding shares of Dime Community Bancshares, Inc. common stock entitled to vote, thereby approving the agreement and plan of merger dated as of July 1, 2020, by and between Bridge Bancorp, Inc. and Dime Community Bancshares, Inc. and the merger shown to which Dime will merge with and into Bridge. Proposal 2, advisory vote on the Dime merger-related compensation proposal. The report shows that Proposal 2, the Dime merger-related compensation proposal, received the affirmative vote of at least the majority of the shares cast by company shareholders represented and entitled to vote at this special meeting, thereby approving the resolution listed under Proposal 2 in the joint proxy prospectus statement related to the compensation of the company's named executive officers. Proposal 3, Dime adjournment proposal. The report shows that Proposal 3, the Dime adjournment proposal, received the affirmative vote of at least the majority of the shares cast by company shareholders represented and entitled to vote at this special meeting, thereby approving the Dime adjournment proposal. However, since there were sufficient votes to approve the merged proposal under Proposal 1, it is not necessary to adjourn the special meeting to a later date to further solicit proxies. The final official results of this special meeting will be filed on SEC Form 8-K within 4 business days of the date of this meeting.

Thank you, Ms. Schaubeck. There being no further business, I declare this special meeting of the shareholders of Dime Community Bancshares adjourned. Thank you all for participating. Thank you, everyone, and have a happy holiday.

This now concludes the conference call. You may disconnect. Have a great day.