BCB Bancorp (BCBP) Proxy filing summary

Executive summary

• A special meeting is called to approve reincorporation from New Jersey to Delaware via merger, converting all outstanding shares into equivalent Delaware shares with identical rights and terms.

• The move aims to align governance with prevailing public company practices, enhance legal predictability, and facilitate recruitment of qualified directors.

• No changes to business operations, management, or shareholder ownership percentages will occur as a result of the reincorporation.

• The board unanimously recommends voting in favor of both the reincorporation and adjournment proposals.

Voting matters and shareholder proposals

• Shareholders will vote on two proposals: (1) reincorporation to Delaware and (2) adjournment of the meeting if more time is needed to solicit proxies or provide supplemental information.

• Only common shareholders as of the record date are entitled to vote; preferred shareholders do not vote on these proposals.

• Voting can be done online, by phone, mail, or virtually at the meeting; proxies may be revoked at any time before the vote.

• A majority of all votes entitled to be cast is required to approve the reincorporation; abstentions and broker non-votes count as votes against.

Board of directors and corporate governance

• The Delaware charter increases authorized common shares from 40 million to 80 million and declassifies the board, moving to annual director elections.

• Board vacancies will be filled only by directors, not shareholders, under the new charter.

• Special meetings may only be called by the CEO or a majority of directors, not by shareholders.

• The Delaware bylaws require a majority vote for uncontested director elections and mandate resignation for directors not elected.

• Independence standards for directors are enhanced, and new business at annual meetings requires advance notice and a minimum ownership threshold.