UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) March 15, 2007
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PEAPACK-GLADSTONE FINANCIAL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
New Jersey 001-16197 22-3537895
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
158 Route 206, Peapack-Gladstone, New Jersey 07934
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (908) 234-0700
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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):
|_| 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))
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On March 15, 2007, the Board of Directors of Peapack-Gladstone Financial
Corporation (the "Corporation") approved various changes to its By-Laws, which
are attached hereto and incorporated herein by reference. These changes bring
the By-Laws in conformance with both modern business practices and current
regulatory requirements. A summary of such changes is below.
A number of changes were of a formatting, stylistic or grammatical nature and
were not substantive. Accordingly, these changes are not summarized herein.
In addition to these formatting, stylistic or grammatical changes, the following
changes were made:
o in Article I, Section 1, changes were made to the time and required
location of the annual meeting of shareholders;
o in Article II, Section 4, the time and days of the Board's regular
meetings were changed;
o in Article II, Section 5, electronic mail was added as a form of notice
of special meetings of the Board of Directors;
o in Article III, Section 1, the required membership of the Executive
Committee was changed to include the President, the requirement that
the Executive Committee meet on a regular basis was eliminated and the
ability of certain officers to call a special meeting of the Executive
Committee was added;
o in Article III, Section 2, the Audit Committee description was
rewritten to bring it up to date with the current responsibilities of
the Corporation's Audit Committee;
o in Article III, Section 3, the Compensation Committee description was
rewritten to bring it up to date with the current responsibilities of
the Corporation's Compensation Committee;
o in Article III, Section 4, the Nominating Committee description was
rewritten to bring it up to date with the current responsibilities of
the Corporation's Nominating Committee;
o in Article III, Section 5, the Capital Committee description was
rewritten to bring it up to date with the current responsibilities of
the Corporation's Capital Committee;
o in Article V, Section 1, the list of officers to be elected by the
Board was expanded to include the President of PGB Trust & Investments,
the Chief Financial Officer and one or more Assistant Secretaries;
o in Article V, Section 2, language giving the Chief Executive Officer
the right to assign duties to the Chairman of the Board was eliminated;
o in Article V, Section 5, language was added to provide for the
appointment and duties of the President of PGB Trust & Investments;
o in Article V, Section 6, language was added to link the title of Chief
Financial Officer to that of Treasurer, and to replace the President
with the Chief Executive Officer as the officer responsible for
assigning duties to the Chief Financial Officer and Treasurer;
o in Article V, Section 7, language was added to allow the Chief
Executive Officer to assign duties to the Secretary;
o in Article V, Section 8, language was added to provide for the
appointment and duties of one or more Assistant Secretaries;
o in Article VI, Section 2, the list of officers able to sign stock
certificates was changed; and
o in Article VIII, the list of officers able to affix the corporate seal
to documents was changed.
Item 9.01 Financial Statements and Exhibits
3(ii) By-Laws of the Registrant.
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.
PEAPACK-GLADSTONE FINANCIAL CORPORATION
Dated: March 16, 2007 By: /s/ Arthur F. Birmingham
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Name: Arthur F. Birmingham
Title: Executive Vice President and Chief Financial
Officer
EXHIBIT INDEX
Exhibit No. Title
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3(ii) By-Laws of the Registrant.