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): August 11, 2023
CARVER BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-13007
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13-3904174
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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75 West 125th Street, New York, New York
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10027-4512
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212) 360-8820
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.01 per share
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CARV
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NASDAQ
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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. ☐
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Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On August 11, 2023, the Boards of Directors of Carver Bancorp, Inc. (the “Company”) and Carver Federal Savings Bank
(the “Bank”) each unanimously appointed Craig C. MacKay as Interim President and Chief Executive Officer, effective October 1, 2023. Mr. Mackay is currently a director of each of the Company and the Bank. The Company previously announced that its
current President and Chief Executive Officer, Michael T. Pugh, will depart on September 30, 2023, to become the Chief Executive Officer of the Local Initiatives Support Coalition, a national nonprofit organization.
A national search is underway to find a permanent President and Chief Executive Officer to lead the Company in its ongoing mission to
provide banking services and business capital to diverse urban communities throughout Greater New York City.
Mr. MacKay, age 60, is a Senior Advisor and a former Managing Director of England & Company. He has over 33 years of investment
banking experience focused on corporate financings, private investments, and M&A advisory for middle market companies. He previously headed the Private Finance groups at Oppenheimer & Company, Canadian Imperial Bank of Commerce, SunTrust
Robinson Humphrey, and was the Managing Member and founder of HNY Associates, a private merchant bank and advisory services firm. Since beginning his banking career at Bankers Trust Company in 1989, he has completed over $12 billion of middle-market
domestic and cross-border capital and corporate advisory engagements. Mr. MacKay has executed over 100 acquisition financings, leverage recapitalizations, growth capital-raises, and refinancings as a trusted advisor across a broad spectrum of
industrial sectors, including healthcare, business services, financial services, manufacturing and consumer retail. He has served on numerous public and private corporate boards, non-profit boards and advisory councils, and currently serves on the
board of trustees of the Pioneer Funds (NASDAQ:PIODX) and the board of directors of Equitable Holdings (NYSE:EQH). Mr. MacKay earned both his Bachelor of Science degree in Economics and Master of Business Administration degree in Finance at the
Wharton School of the University of Pennsylvania. There are no transactions requiring disclosure pursuant to Item 404 of Regulation S-K.
On August 14, 2023, the Company issued a press release announcing the appointment of Mr. MacKay as Interim Chief Executive Officer and
Interim President. That press release is attached to this report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
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(a)
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Financial Statements of Businesses Acquired. Not applicable.
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(b)
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Pro Forma Financial Information. Not applicable.
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(c)
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Shell Company Transactions. Not applicable.
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Exhibit No. Description
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104.1 |
The cover page for this Current Report on Form 8-K, formatted in Inline XBRL.
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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, hereunto duly authorized.
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CARVER BANCORP, INC.
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DATE: August 14, 2023
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By:
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/s/ Isaac Torres
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Isaac Torres
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SVP, General Counsel and Corporate Secretary
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