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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): FEBRUARY 25, 2010
BROOKLINE BANCORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COMMISSION FILE NUMBER: 0-23695
DELAWARE 04-3402944
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
160 WASHINGTON STREET, BROOKLINE, MA 02447-0469
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(617) 730-3500
(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:
|_| 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))
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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
On February 25, 2010, Brookline Bancorp, Inc. (the "Company") received a letter
from George C. Caner, Jr., announcing his resignation from the Board of
Directors of the Company, as a member of the Audit Committee of the Board of
Directors, and as Secretary of the Company. Mr. Caner resigned for the reasons
stated in his letter, a copy of which is attached as an exhibit to this report.
The Company has requested confidential treatment for those portions of the
resignation letter and its attachments that contain commercial or financial
information that is confidential. As previously disclosed in the Company's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
February 22, 2010, the offer to acquire the Company referenced in Mr. Caner's
letter was rejected at a meeting of the Board of Directors on February 3, 2010.
Ten directors voted in favor of the rejection and two directors voted against
the rejection.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
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17.1* Letter from George C. Caner, Jr., dated February 23, 2010
*Confidential Treatment Requested
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 hereunto duly authorized.
Date: March 3, 2010 Brookline Bancorp, Inc.
By: /s/ Paul R. Bechet
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Paul R. Bechet
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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17.1* Letter from George C. Caner, Jr., dated February 23, 2010
*Confidential Treatment Requested