Form 8-K - Current report

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) September 19, 2023

PARKE BANCORP, INC.

(Exact name of registrant as specified in its charter)

New Jersey

0-51338

65-1241959

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)


601 Delsea Drive, Washington Township, New Jersey						08080
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (856) 256-2500

Not Applicable

(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-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, Par Value $0.10 per share

PKBK

The Nasdaq Stock Market, LLC

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

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. ☐

PARKE BANCORP, INC.

INFORMATION TO BE INCLUDED IN THE REPORT

Section 5 - Corporate Governance and Management

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 19, 2023, the Board of Directors of the Corporation adopted an amendment to Article II of Corporation's Bylaws. Article II was amended to add a revised Section 16 which provides, among other things, shareholders meetings may be held remotely, without the necessity of a physical location for the meeting or a state of emergency having been declared. This amendment to the Bylaws will allow shareholders to participate in meetings of shareholders by remote communication so long as the Board has implemented reasonable measures to (a) verify that each person participating remotely is a shareholder; and (b) provide each shareholder participating remotely with a reasonable opportunity to participate in the meeting, including an opportunity to vote on matters submitted to the shareholders, and to read or hear the proceedings of the meeting substantially concurrently with those proceedings.

The foregoing summary of the amendment to the Corporation’s Bylaws is not complete and is qualified in its entirety by reference to the complete text of such amendment, which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.

Section 8 - Other Events

Item 8.01 Other Events.

On September 20, 2023, Parke Bancorp, Inc. (the “Company”) announced the declaration of a cash dividend of $0.18 per share, payable on October 16, 2023, to shareholders of record as of the close of business on October 2, 2023. For further information, reference is made to the Company’s press release dated September 20, 2023, which is filed herewith as Exhibit 99.1, and incorporated by reference herein.

Section 9 - Financial Statements and Exhibits

Item 9.01 Exhibits.

Exhibit No.

Description

3.1

Article II, Section 16, of the Bylaws of the Corporation

99.1

Press Release dated September 20, 2023

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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, thereunto duly authorized.

PARKE BANCORP, INC.

Date: September 20, 2023

/s/ John S. Kaufman

John S. Kaufman

Senior Vice President and Chief Financial Officer

(Duly Authorized Representative)


FOR IMMEDIATE RELEASE						FOR FURTHER INFORMATION CONTACT:
September 20, 2023						Vito S. Pantilione, President and CEO
						John S. Kaufman, Senior Vice President and CFO
						(856) 256-2500

PARKE BANCORP, INC. ANNOUNCES CASH DIVIDEND

WASHINGTON TOWNSHIP, NEW JERSEY – Parke Bancorp, Inc. (the “Company”) (NASDAQ: PKBK) today announced the declaration of a $0.18 per share cash dividend, payable on October 16, 2023, to its stockholders of record as of the close of business on October 2, 2023.

The Board anticipates paying cash dividends on a quarterly basis, subject to determination and declaration by the Board of Directors, which will take into account a number of factors, including the financial condition of the Company and the Bank, and any applicable legal and regulatory restrictions on the payment of dividends by the Company. If paid, such dividends may be reduced or eliminated in future periods.

Parke Bancorp, Inc. was incorporated in January 2005, while Parke Bank commenced operations in January 1999. Parke Bancorp and Parke Bank maintain their principal offices at 601 Delsea Drive, Washington Township, New Jersey. Parke Bank conducts business through a branch office in Northfield, New Jersey, two branch offices in Washington Township, New Jersey, a branch office in Galloway Township, New Jersey, a branch office in Collingswood, New Jersey, a branch in center city Philadelphia and a branch in Chinatown in Philadelphia. Parke Bank is a full service commercial bank, with an emphasis on providing personal and business financial services to individuals and small-sized businesses primarily in Gloucester, Atlantic and Cape May counties in New Jersey and Philadelphia and surrounding counties in Pennsylvania. Parke Bank’s deposits are insured up to the maximum legal amount by the Federal Deposit Insurance Corporation (FDIC). Parke Bancorp’s common stock is traded on the NASDAQ Capital Market under the symbol “PKBK”.

This release may contain forward-looking statements. Such forward-looking statements are subject to risks and uncertainties which may cause actual results to differ materially from those currently anticipated due to a number of factors; our ability to maintain a strong capital base; our ability to continue to pay a dividend in the future; our ability to enhance shareholder value in the future; our earnings and shareholders’ equity; and the possibility of additional corrective actions or limitations on the operations of Parke Bancorp and Parke Bank being imposed by banking regulators, therefore, readers should not place undue reliance on any forward-looking statements. Parke Bancorp, Inc. does not undertake, and specifically disclaims, any obligations to publicly release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such circumstance.

Exhibit 3.1

SECTION 16. Meetings of Shareholders by Remote Communications

(a) Notwithstanding anything in these bylaws to the contrary, the Corporation may allow shareholders to participate in an annual meeting of shareholders or a special meeting of shareholders by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time.

(b) Participation in a meeting of shareholders by the means authorized by subsection (a) of this section constitutes presence in person at the meeting for quorum and voting purposes.

(c) Notwithstanding anything herein to the contrary, the Board of Directors may determine that a meeting of shareholders will not be held at any specified place, but instead may be held solely by means of remote communication.

(d) If a meeting of shareholders by remote communications is authorized by the Board of Directors, and subject to any guidelines and procedures that the Board of Directors adopts, shareholders and proxy holders not physically present at a meeting of the shareholders, but by means of remote communication:

(1) May participate in the meeting of the shareholders; and

(2) May be considered present in person and may vote at the meeting of the shareholders, whether the meeting is held at a designated place or solely by means of remote communication, if:

(i) The Corporation implements reasonable measures to verify that each person considered present and authorized to vote at the meeting by means of remote communication is a stockholder or proxy holder;

(ii) The Corporation implements reasonable measures to provide the shareholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and

(iii) In the event any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of the vote or other action is maintained by the Corporation.

Cover	Sep. 19, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 19, 2023
Entity Registrant Name	PARKE BANCORP, INC.
Entity Incorporation, State or Country Code	NJ
Entity File Number	0-51338
Entity Tax Identification Number	65-1241959
Entity Address, Address Line One	601 Delsea Drive
Entity Address, City or Town	Washington Township
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08080
City Area Code	856
Local Phone Number	256-2500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, Par Value $0.10 per share
Trading Symbol	PKBK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001315399
Amendment Flag	false
Current Fiscal Year End Date	--12-31