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): December 315, 2020

DIME COMMUNITY BANCSHARES, INC.

(Exact name of the registrant as specified in its charter)

Delaware	000-27782	11-3297463
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

300 Cadman Plaza West, 8th Floor Brooklyn, New York		11201
(Address of principal executive offices)		(Zip Code)

(718) 782-6200

(Registrant’s telephone number)

N/A

(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:

☐	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-4c)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	DCOM	The NASDAQ Stock Market
Preferred Stock, Series A, $0.01 Par Value	DCOMP	The NASDAQ Stock Market

~~Item~~ITEM 58.~~07.~~01 ~~Submission~~OTHER ~~of Matters to a Vote of Security Holders.~~EVENTS

As previously disclosed, on July 1, 2020, Dime Community Bancshares, Inc. (~~the~~ “~~Company~~Dime”) ~~held~~entered ainto an ~~special~~Agreement ~~meeting~~and Plan of ~~shareholders~~Merger ~~on December 3, 2020~~ (the “~~Special~~Merger ~~Meeting~~Agreement”) ~~related to the Company’s proposed merger~~ with Bridge Bancorp, Inc. (“Bridge”)~~. At the close of business on the record date of the Special Meeting~~, ~~there~~pursuant ~~were~~to awhich ~~total~~Dime ofwill ~~33,049,882~~merge ~~shares~~with ~~of common stock outstanding~~ and ~~entitled~~into toBridge ~~vote at~~ (the ~~Special Meeting~~“Merger”). ~~At the~~Immediately ~~Special~~following ~~Meeting,~~the 26Merger,~~628,327~~ ~~shares~~Dime ofCommunity ~~common~~Bank ~~stock were represented, therefore a quorum was present. At~~ (the ~~Special Meeting~~“Bank”), the wholly-owned ~~Company’s~~subsidiary ~~shareholders~~of ~~voted on three proposals~~Dime, aswill ~~more~~merge ~~specifically~~with ~~described in the joint proxy statement~~ and ~~prospectus~~ ofinto ~~Dime~~BNB ~~and Bridge~~Bank, ~~dated October 16, 2020. Set forth below are~~ the ~~final~~wholly-owned ~~results~~subsidiary of ~~shareholder votes for all proposals~~Bridge.

~~Proposal~~Under 1the –terms ~~Approval~~ of the Merger Agreement and the bylaws of the resulting company and resulting bank, at the effective time of the Merger (the “Effective Time”), the resulting company and the resulting bank will each be comprised of twelve (12) directors, with six (6) directors designated by Dime and six (6) directors designated by Bridge.

~~The~~On ~~approval~~December of15, 2020, the ~~Agreement~~Board ~~and~~of ~~Plan~~Directors of ~~Merger,~~Dime approved ~~dated~~the asappointment of ~~July~~Rosemarie 1Chen, ~~2020~~Michael P. Devine, byVincent F. Palagiano, Joseph J. Perry and ~~between~~Kevin ~~Bridge~~Stein, each current directors of Dime and the ~~Company~~Bank, to the resulting company’s and the ~~merger~~resulting ~~pursuant~~bank’s Boards of Directors, in each case to ~~which~~be effective as of the Effective Time and contingent upon the occurrence of the closing of the Merger. Under the terms of the Merger Agreement and the bylaws of the resulting company and ~~Company~~ the ~~will~~resulting ~~merge~~bank, ~~with~~Kenneth J. Mahon, a current director and ~~into~~Chief ~~Bridge~~Executive Officer of Dime and the Bank, ~~was~~will ~~approved~~be bya director and serve as the ~~requisite~~non-employee ~~majority~~Executive Chairman of the ~~issued~~resulting company and ~~outstanding~~the ~~shares~~resulting bank. Further, in accordance with the terms of the ~~common~~Merger ~~stock~~Agreement and the bylaws of the ~~Company~~resulting company and resulting bank, asall ~~indicated~~directors ~~below:~~of the resulting company and resulting bank will be elected annually and will stand for election at the surviving company's annual meeting of shareholders following consummation of the Merger.

For		Against		Abstain		Broker Non-Votes
26,359,041		188,736		80,550		0

At this time, none of the appointees have been named to serve on any committee of the surviving company’s or the surviving bank’s Board of Directors, nor has the Dime Board or the Bank Board identified any committees to which such individuals are expected to be appointed. Dime and Bridge each anticipate designating such committee members at the Effective Time, upon the closing of the Merger. None of the appointees have engaged in any transaction with Dime that would be reportable under Item 404(a) of Regulation S-K.

~~Proposal~~On 2December -18, ~~Compensation~~2020, ~~Proposal~~the Company and Bridge issued a joint press release announcing the proposed composition of the resulting company’s and resulting bank’s board of directors. A copy of the press release is attached hereto as Exhibit 99.1.

The ~~approval,~~foregoing indescription ~~a non-binding advisory vote,~~ of ~~a resolution regarding~~ the ~~compensation~~Merger ~~that~~Agreement ~~may~~and ~~become payable to~~ the ~~Company’s~~transactions ~~named~~does ~~executive officers~~not inpurport ~~connection~~to ~~with~~be ~~the~~complete ~~merger,~~and asis ~~disclosed~~qualified in its ~~the~~entirety ~~table~~by ~~under~~reference ~~the~~to ~~caption “Description of~~ the Merger -Agreement, ~~Interests~~which ofwas ~~Dime’s~~attached ~~Directors~~as ~~and~~Exhibit ~~Executive~~2.1 ~~Officers~~to ~~in the Merger - Merger-Related Executive Compensation for~~ Dime’s ~~Named~~Current ~~Executive~~Report ~~Officers”~~on inForm ~~the joint proxy statement/prospectus in accordance with Item 402(t) of Regulation S~~8-K, ~~including~~filed ~~the~~on ~~associative~~July ~~narrative discussion~~2, 2020 and ~~the~~is ~~agreements~~incorporated orinto ~~understandings~~this ~~pursuant~~Item ~~to which~~8.01 ~~such compensation may be paid or become payable, was approved~~ by ~~the requisite majority of the votes cast by shareholders, as indicated below:~~reference.

For		Against		Abstain		Broker Non-Votes
20,843,365		5,517,049		267,913		0

Proposal 3 – Adjournment Proposal

The approval of the proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in favor of Proposal 1, approval of the Agreement and Plan of Merger, if there are not sufficient votes at the time of the Special Meeting to approve the Agreement and Plan of Merger and the merger, was approved by the requisite majority of the votes cast by shareholders, as indicated below:

For		Against		Abstain		Broker Non-Votes
24,398,637		2,110,957		118,733		0

Although Proposal 3 was approved, the adjournment of the Special Meeting was not necessary because the Company’s shareholders approved Proposal 1.

Item 8.01. Other Events

On December 3, 2020, the Company and Bridge issued a joint press release announcing that each company’s shareholders approved the Agreement and Plan of Merger. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits:

Number	Exhibit	~~Exhibit~~
99.1	Joint Press Release dated December 18, 2020	~~Joint Press Release dated December 3, 2020~~
104.1	The cover page from the Dime Community Bancshares, Inc.’s Form 8-K, formatted in Inline XBRL	~~The cover page from the Dime Community Bancshares, Inc.’s Form 8-K, formatted in Inline XBRL~~

SIGNATURE

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.

	Dime Community Bancshares, Inc.
	(Registrant)
	/s/ PATRICIA M. SCHAUBECK
	Patricia M. Schaubeck
	Executive Vice President & General Counsel
Dated: December 3, 2020
Dated: December 21, 2020

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