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Section 1: 8-K (8-K)

 

 

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): January 14, 2019

 

HarborOne Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

 


 

Massachusetts

 

001-37778

 

81-1607465

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification Number

 

770 Oak Street, Brockton, Massachusetts 02301

(Address of principal executive offices)

 

(508) 895-1000

(Registrant’s telephone number, including area code)

 


 

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 x

 

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. o

 

 

 


 

Item 5.02                           Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

 

On January 14, 2019, the Board of Directors (the “Board”) of HarborOne Bancorp, Inc. (the “Company”) elected Mandy Lee Berman and Damian W. Wilmot to serve as Directors of the Company, filling vacancies created by an expansion of the Board.  Ms. Berman will serve as a Class II Director with a term expiring on the date of the Company’s annual meeting of shareholders in 2021.  Mr. Wilmot will serve as a Class III Director with a term expiring on the date of the Company’s annual meeting of shareholders in 2019. The Board has determined that Ms. Berman and Mr. Wilmot will not be appointed to any committees of the Board at this time.

 

Ms. Berman is the Chief Administrative Officer and Executive Vice President of Bright Horizons Family Solutions.  Upon her election and pursuant to the Company’s 2017 Stock Option and Incentive Plan (the “Stock Plan”), Ms. Berman was granted 3,159 shares of restricted stock with an aggregate grant date fair value of $50,000, which vest pro rata over three years beginning January 14, 2020.  There is no arrangement or understanding between Ms. Berman and any other person pursuant to which Ms. Berman was appointed to the Board.  Ms. Berman is not a party to any transactions that would be required to be disclosed under Section 404(a) of Regulation S-K.

 

Mr. Wilmot is the Chief Risk and Compliance Officer and Senior Vice President of Vertex Pharmaceuticals Incorporated.  Upon his election and pursuant to the Stock Plan, Mr. Wilmot was granted 3,159 shares of restricted stock with an aggregate grant date fair value of $50,000, which vest pro rata over three years beginning January 14, 2020.  There is no arrangement or understanding between Mr. Wilmot and any other person pursuant to which Mr. Wilmot was appointed to the Board.  Mr. Wilmot is not a party to any transactions that would be required to be disclosed under Section 404(a) of Regulation S-K.

 

Item 9.01                           Financial Statements and Exhibits

 

(d)                   Exhibits

 

Number

 

Description

 

 

 

99.1

 

Press release dated January 14, 2019

 

2


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

 

 

 

HARBORONE BANCORP, INC.

 

 

 

 

 

 

By:

/s/ Joseph F. Casey

 

 

Name:

Joseph F. Casey

 

 

Title:

President and Chief Operating Officer

 

 

 

 

Date:  January 15, 2019

 

 

 

 

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Section 2: EX-99.1 (EX-99.1)

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

Media Contact:

Marissa Sullivan | 617-646-1067 | msullivan@oneillandassoc.com

 

 

HarborOne Bank Names Mandy Lee Berman and Damian W. Wilmot to Board of Directors

 

 

 

 

 

Mandy Lee Berman

Damian W. Wilmot

 

 

(Brockton, MA) – January 14, 2019 –HarborOne Bancorp the holding company for HarborOne Bank announced today it has named Mandy Lee Berman and Damian W. Wilmot to its Board of Directors.

 

Ms. Berman has a record of achieving strong financial results and operational performance through technology innovation and a focus on service delivery excellence in a consumer-facing enterprise. Mr. Wilmot has specialized in leading cross-functional teams across a variety of disciplines, including integrating regulatory, compliance, commercial, corporate communications and legal to formulate and implement solutions to business and legal challenges.

 

“Mandy and Damian will be important assets to HarborOne as we continue pursuing growth in New England,” said Michael Sullivan, Chairman of the HarborOne Bancorp Board of Directors.

 

Ms. Berman joined Bright Horizons Family Solutions in 2005 and served in a variety of roles including Chief Administrative Officer and Executive Vice President of Operations. Ms. Berman serves as the Chief Administrative Officer and EVP of Bright Horizons Family Solutions, where she is an officer of the company and a member of the Executive Management Committee. At Bright Horizons, Mandy leads two product lines, and is responsible for global technology, contact center operations, and shared services to support all Bright Horizons services. Ms. Berman received her B.A. from Princeton University and her M.B.A. from Harvard Business School. She resides in Cambridge, MA.

 


 

Mr. Wilmot serves as the SVP, Chief Risk and Compliance Officer at Vertex Pharmaceuticals Incorporated, where he is responsible for leading and managing the Global Compliance, Global Litigation & Enterprise Risk Management and Quality Assurance organizations. He also leads the company’s Enterprise Risk Management (ERM) program and chairs the ERM Committee and the Business Integrity & Ethics Committee. Mr. Wilmot received his B.A. from Trinity College and his J.D. from Suffolk University Law School. He resides in Milton, MA.

 

“I’m excited to begin working with these two fine professionals,” said James Blake, CEO of HarborOne Bank. “Mandy and Damian have experience in leading large teams through everything from risk-management to acquisitions while achieving strong financial results.”

 

About HarborOne Bancorp, Inc.

 

HarborOne Bancorp, Inc. (NASDAQ: HONE), the holding company for HarborOne Bank is the largest co-operative bank in New England with $3.7 billion in assets. HarborOne Bank serves the financial needs of consumers, businesses, and municipalities throughout Eastern Massachusetts through a network of 23 full-service branches, two limited service branches, two commercial loan offices in Boston, Massachusetts and Providence, Rhode Island, and 16 free-standing ATMs. The Bank also provides a range of educational services through “HarborOne U,” with classes on small business, financial literacy and personal enrichment at two campuses located adjacent to our Brockton and Mansfield locations. HarborOne Mortgage, LLC, a subsidiary of HarborOne Bank, is a full-service mortgage lender with 40 offices in Massachusetts, Rhode Island, New Hampshire, Maine, and New Jersey and also does business in five additional states.

 


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