PCSB PCSB Financial

Filed: 24 Jun 21, 3:48pm


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 23, 2021

PCSB Financial Corporation
(Exact Name of Registrant as Specified in its Charter)

(State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.)
2651 Strang Boulevard, Suite 100, Yorktown Heights, New York 10598
(Address of Principal Executive Offices) (Zip Code)

(914) 248-7272
(Registrant’s Telephone Number, Including Area Code)

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:

Common stock, $0.01 par value per share
 The Nasdaq Stock Market LLC
(Title of Each Class) (Trading Symbol(s)) (Name of Each Exchange on Which Registered)

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.

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

On June 23, 2021, the Board of Directors of PCSB Financial Corporation (the “Company”) amended the Company’s Bylaws to include an age qualification for directors.  The age qualification, which is included as a new sub-section (c) of Article II, Section 12 of the Amended and Restated Bylaws, generally provides that no person 75 years of age or older shall be eligible to serve as a director.  A copy of the Amended and Restated Bylaws is filed as Exhibit 3.2 hereto and is incorporated herein by reference.

On the same date, PCSB Bank, the Company’s bank subsidiary, adopted an identical amendment to its Bylaws.

Item 9.01 Financial Statements and Exhibits.

(a)Not applicable.

(b)Not applicable.

(c)Not applicable.


Amended and Restated Bylaws
Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.

Date:  June 24, 2021By: 
/s/ Jeffrey M. Helf
  Jeffrey M. Helf
  Senior Vice President and Chief Financial Officer