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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): April 25, 2023

 

VALLEY NATIONAL BANCORP

(Exact Name of Registrant as Specified in Charter)

 

New Jersey   1-11277   22-2477875

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

 

One Penn Plaza, New York, New York       10119
(Address of Principal Executive Offices)       (Zip Code)

 

(973) 305-8800
(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 (see General Instruction A.2. below):

☐ 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:

         
Title of each class  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, no par value   VLY   Nasdaq Global Select Market
Non-Cumulative Perpetual Preferred Stock, Series A, no par value   VLYPP   Nasdaq Global Select Market
Non-Cumulative Perpetual Preferred Stock, Series B, no par value   VLYPO   Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

The Company held its Annual Meeting of Shareholders on April 25, 2023. On the record date of February 27, 2023, there were 507,748,997 shares of the Company’s common stock outstanding. A total of 462,283,659 shares were present or represented by proxy at the meeting. The Company’s shareholders took the following actions:

 

Proposal #1 – Voted on the election of 13 persons, named in the Proxy Statement, to serve as directors of the Company for the ensuing year constituting the entire Board of Directors. The following is a list of directors elected at the Annual Meeting with the number of votes “For,” “Against,” “Abstain” and “Broker Non-Votes,” as well as the percentage of votes cast “For” each director nominee.

 

    Number of Votes            
Name   For   % For   Against   Abstain   Broker
Non-Votes
Andrew B. Abramson   397,832,777   97.97   8,228,869   958,999   55,263,014
Peter J. Baum   401,291,951   98.81   4,794,520   934,174   55,263,014
Eric P. Edelstein   398,200,132   98.06   7,868,653   951,860   55,263,014
Dafna Landau   403,549,152   99.40   2,419,150   1,052,343   55,263,014
Marc J. Lenner   367,387,733   90.47   38,666,516   966,396   55,263,014
Peter V. Maio   402,700,232   99.18   3,289,312   1,031,101   55,263,014
Avner Mendelson   401,457,126   98.88   4,543,600   1,019,919   55,263,014
Ira Robbins   395,201,643   97.29   10,987,667   831,335   55,263,014
Suresh L. Sani   397,191,823   97.84   8,763,763   1,065,059   55,263,014
Lisa J. Schultz   400,082,516   98.51   6,036,290   901,839   55,263,014
Jennifer W. Steans   402,045,559   99.00   4,053,338   921,748   55,263,014
Jeffrey S. Wilks   381,127,353   93.86   24,911,255   982,037   55,263,014
Dr. Sidney S. Williams, Jr.   402,004,873   99.01   4,004,502   1,011,270   55,263,014

 

Proposal #2 – Approved, on an advisory basis, the compensation of the Company’s named executive officers. The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, was as follows:

 

    Number of Votes   Percentage  
For   397,281,942   98.03  
Against   7,982,195   1.96  
Abstained   1,756,808      
Broker Non-Votes   55,263,014      

 

 2 
 

 

Proposal #3 – Voted, on an advisory basis, in favor of holding an advisory vote on executive compensation every “1 Year.” The number of shares voted for “1 Year,” “2 Years” and “3 Years,” as well as the number of abstentions and broker non-votes, was as follows:

 

    Number of Votes   Percentage  
1 Year   381,858,327   94.07  
2 Years   1,274,129   0.31  
3 Years   22,778,910   5.61  
Abstain   1,109,279      
Broker Non-Votes   55,263,014      

 

In light of the outcome of the vote on the frequency of advisory votes on executive compensation, the Company has made the determination to continue to hold the advisory vote on executive compensation on an annual basis until the next required vote on the frequency of such votes. Accordingly, the next shareholder advisory vote on executive compensation will be held at the Company’s 2024 Annual Meeting of Shareholders.

 

Proposal #4 – Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, was as follows:

 

    Number of Votes   Percentage  
For   457,978,020   99.43  
Against   2,606,011   0.56  
Abstained   1,699,628      
Broker Non-Votes   0      

 

Proposal #5 – Approved the Valley National Bancorp 2023 Incentive Compensation Plan. The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, was as follows:

 

    Number of Votes   Percentage  
For   384,379,080   94.83  
Against   20,941,259   5.16  
Abstained   1,700,306      
Broker Non-Votes   55,263,014      

 

 3 
 

 

SIGNATURE

 

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.

 

Dated: April 28, 2023

VALLEY NATIONAL BANCORP

     
 

By:

/s/ Gary Michael

   

Gary Michael

   

Executive Vice President, General Counsel & Corporate Secretary

 

 

4

 

 

 

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