UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
(1) On September 25, 2024, the Board of Directors (the “Board”) of Hanover Bancorp, Inc. (the “Company”) appointed Michael Thaden as a director of the Company, effective immediately. Mr. Thaden will serve with a term expiring at the Company’s 2025 Annual Meeting of Shareholders. Also on September 25, 2024, Mr. Thaden was appointed to the Board of Directors (the “Bank Board”) of Hanover Community Bank, the Company’s wholly owned subsidiary bank (the “Bank”).
(2) Mr. Thaden was appointed to serve as the director representative for Castle Creek Capital Partners VIII, LP (“Castle Creek”), pursuant to that certain Exchange Agreement, dated as of April 24, 2024, by and between the Registrant and Castle Creek (the “Exchange Agreement”). Pursuant to the Exchange Agreement, Castle Creek is entitled to designate an appointee to the Board and Bank Board commencing upon its aggregate holdings of the Company’s common stock and Series A Preferred Stock exceeding 865,000 shares, and terminating when Castle Creek, together with its respective affiliates, no longer owns, in the aggregate, 4.9% or more of all of the outstanding shares of the Company’s common stock. Castle Creek has exceeded such ownership threshold.
(3) Mr. Thaden has not yet been appointed to any committees of the Board of Directors of the Registrant.
(4) There are no “related party transactions” between Mr. Thaden and the Registrant or the Bank which require disclosure.
(5) There are no material plans, contracts or other arrangements (or amendments thereto) to which Mr. Thaden is a party, or in which he participates, that was entered into or amended, in connection with Mr. Thaden being appointed as a director of the Registrant and the Bank.
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.
| HANOVER BANCORP, INC. | ||
| Date: September 25, 2024 | By: | /s/ Lance P. Burke |
| Lance P. Burke | ||
| Executive Vice President & Chief Financial Officer | ||
| (Principal Financial Officer) | ||