commerce8k.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) February 19, 2008
 
Commerce Bancorp, Inc.

(Exact name of Registrant as specified in its charter)
 
New Jersey
 
1-12069
 
22-2433468
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
Commerce Atrium, 1701 Route 70 East, Cherry Hill, NJ 08034-5400
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code:
 
(856) 751-9000
 
N/A
(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 (see General Instruction A.2. below):
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))

 

 
 
ITEM 8.01 OTHER EVENTS
 
On February 19, 2008, the Board of Directors of Commerce Bancorp, Inc. (the “Company”) ratified a grant of options (including the options described below) to certain employees and directors with respect to calendar year 2007.  The grant was previously approved by the Company’s Compensation Committee at its meeting on the same date.  In connection with this grant, the Company and The Toronto-Dominion Bank ("TD Bank") entered into a mutual waiver with respect to certain provisions of the Agreement and Plan of Merger, dated as of October 2, 2007, among the Company, TD Bank and a subsidiary of TD Bank (the "Merger Agreement"). The Merger Agreement contemplates that options with respect to calendar year 2007 would only be granted by TD Bank after the completion of the merger.  The mutual waiver permitted the Company to issue the aforementioned options and eliminated any obligations of TD Bank to make grants to Commerce employees of equity-based awards with respect to TD Bank common shares as contemplated by Section 7.7(c) of the Merger Agreement.  The options to employees and directors were granted under the Company’s 2004 Stock Option Plan and 1998 Director stock option plans, respectively, and are subject to the terms of such plans.

As part of such action, the Board of Directors also ratified the following items approved by the Company's Compensation Committee:

·  
2007 cash bonus and stock option grants for the Company’s Chief Financial Officer and Named Executive Officers:

Name
 
Title
 
Cash Bonus
 
Stock Option Grants1
 
Dennis M. DiFlorio
 
Chairman, Commerce N.A.
$500,000
125,000
Douglas J. Pauls
 
Executive Vice President and Chief Financial Officer
$250,000
40,000
 Robert D. Falese, Jr.
 
President and Chief Executive Officer, Commerce N.A.
$500,000
125,000
1 Grants made pursuant to the Company’s 2004 Employee Stock Option Plan at an exercise price of $36.84, the market price on the date of grant.
 
 
·  
2008 Base Salaries for the Company’s Chief Financial Officer and Named Executive Officers:

Name
 
Title
 
Base Salary
 
Dennis M. DiFlorio
Chairman, Commerce N.A. 
                 $1,000,000
 
 
Douglas J. Pauls
Executive Vice President and Chief
Financial Officer
 
$600,000
Robert D. Falese, Jr.
 
 
President and Chief Executive Officer,
Commerce N.A.
 
                $900,000
 
 

 
SIGNATURES
 
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, thereunto duly authorized.
 
 
 
 
 
Commerce Bancorp, Inc.
       
February 29, 2008
 
 
 
By:
 
/s/ Douglas J. Pauls
 
 
 
 
 
 
Name:
 
Douglas J. Pauls
 
 
 
 
 
 
Title:
 
Executive Vice President and Chief Financial Officer