Bcb Bancorp Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect four director nominees (Ryan Blake, James Rizzo, Gerald Werdann, and Michael J. Widmer) to serve three-year terms expiring in 2029.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory, non-binding vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (CD&A, compensation tables and related disclosures).

   More detail

   This advisory, non-binding proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the proxy (CD&A, compensation tables and related material). Management is seeking shareholder approval to endorse its compensation design and to obtain clear shareholder feedback; the Board notes its compensation program uses benchmarking to a Northeast peer group, an independent consultant (Meridian), a mix of base salary, annual incentives, and equity-based long-term incentives, and governance features such as a clawback policy, prohibition on hedging/pledging, and double-trigger change-in-control protections. Company performance in 2025 was challenged — the Company reported a net loss of $12.5 million and a decline in TSR — which heightens investor scrutiny of pay-for-performance alignment despite prior strong say-on-pay support (approximately 92% approval in 2025). The Compensation Committee highlights that base salaries were generally unchanged for 2025, equity awards were granted to align management with shareholders, and annual incentives use defined metrics with limited committee discretion. Because the vote is advisory, it does not change fiduciary duties or bind the Board, but the Compensation Committee indicates it will consider the vote outcome when setting future pay. The Board’s recommendation for a FOR vote rests on its view that the program advances retention and alignment with shareholder interests while including governance safeguards and oversight. Investors evaluating this proposal should weigh the Company’s recent financial deterioration and the structure of incentive metrics against the governance controls and the Company’s rationale for its pay decisions. The non-binding nature of the vote means its primary value is as feedback to the Compensation Committee rather than an immediate contractual change in compensation.

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When is the Bcb Bancorp Inc 2026 annual meeting?

Bcb Bancorp Inc (BCBP) holds its 2026 annual shareholder meeting on Thursday, April 23, 2026.

What is the record date for the Bcb Bancorp Inc 2026 meeting?

The record date for the Bcb Bancorp Inc 2026 meeting is Wednesday, March 4, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Bcb Bancorp Inc's 2026 meeting?

The board is presenting 4 director nominees at the Bcb Bancorp Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Bcb Bancorp Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Bcb Bancorp Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.