BCB Bancorp (BCBP) Proxy filing summary

Executive summary

• Board unanimously approved a New Jersey-to-Delaware reincorporation on September 11, 2026; the merger is planned as promptly as practicable after shareholder approval and required regulatory non-objection.

• The rationale includes Delaware legal predictability, flexibility, Court of Chancery expertise, and director recruitment; the Board weighed potential minority-shareholder disadvantages, litigation exposure, and higher franchise taxes.

• Business operations, management, assets, liabilities, financial condition, Nasdaq listing, and ticker are expected to remain unchanged; the name remains BCB Bancorp, Inc.

Voting matters and shareholder proposals

• Virtual special meeting set for November 18, 2026, at 9:00 a.m. ET; October 1, 2026 is the record date, with 30,751,822 common shares entitled to one vote each.

• Board unanimously recommends FOR reincorporation and FOR adjournment; reincorporation needs a majority of all eligible votes, while adjournment needs a majority of votes cast.

• Adjournment may be used to seek additional proxies if support is insufficient or to provide a proxy-statement supplement or amendment; approval requires a majority of votes cast.

• Quorum requires representation of at least a majority of eligible votes; abstentions and broker non-votes count toward quorum, and non-votes have the same effect as AGAINST on reincorporation.

Board of directors and corporate governance

• Proposed Delaware charter declassifies the Board, moving to annual director elections; directors may be removed with or without cause by a majority of shares entitled to vote in director elections.

• Board alone fills vacancies; uncontested director elections use majority of votes cast, and an incumbent who falls short must tender a resignation for Board review within 90 days of vote certification.

• Shareholder action by written consent is generally eliminated; special meetings may be called only by the CEO or a majority Board resolution.

• Delaware bylaws require at least three independent directors and quarterly independent-director sessions led by a designated lead director.