Current Report Filing (8-k)
November 18 2019 - 5:05PM
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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):
November 14, 2019
VALLEY NATIONAL BANCORP
(Exact Name of Registrant as Specified
in Charter)
New Jersey
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1-11277
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22-2477875
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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One Penn Plaza, New York, New York
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10119
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(Address of Principal Executive Offices)
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(Zip Code)
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(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):
o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, no par value
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VLY
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The Nasdaq Stock Market LLC
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Non-Cumulative Perpetual Preferred Stock, Series A, no par value
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VLYPP
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The Nasdaq Stock Market LLC
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Non-Cumulative Perpetual Preferred Stock, Series B, no par value
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VLYPO
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The Nasdaq Stock Market LLC
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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 o
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
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On November 14, 2019, a Special Meeting
of Shareholders of Valley National Bancorp (“Valley”) was held. Of the 331,805,866 shares of common stock of Valley
(“Valley Common Stock”) that were issued and outstanding as of the record date of September 16, 2019, a total of 234,724,733
shares of Valley Common Stock were present or represented by proxy at the meeting. Valley’s shareholders took the following
actions:
Proposal #1 – Approved of the issuance
of up to 75,711,589 shares of Valley Common Stock in connection with the merger with Oritani Financial Corp. (”Oritani”)
with and into Valley (the “Merger”). The number of shares voted “For” and “Against” this proposal,
as well as the number of abstentions and broker non-votes, was as follows:
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Number of Votes
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For
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231,318,125
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Against
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1,895,779
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Abstained
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1,510,829
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Broker Non-Votes
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0
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Proposal #2 – Approved of a proposal
to authorize Valley’s Board of Directors to adjourn or postpone the meeting to a later date, if necessary or appropriate,
to solicit additional proxies in favor of approval of the issuance of up to 75,711,589 shares of Valley Common Stock in connection
with the Merger or to vote on other matters properly before such meeting. The number of shares voted “For” and “Against”
this proposal, as well as the number of abstentions and broker non-votes, was as follows:
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Number of Votes
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For
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213,745,304
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Against
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18,576,543
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Abstained
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2,402,883
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Broker Non-Votes
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0
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On November 15, 2019,
Valley issued a press release announcing that shareholders of both Valley and Oritani approved the Merger at their respective shareholder
meetings. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
The foregoing contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited
to those regarding the proposed Merger. Such statements are not historical facts and include expressions about management’s
confidence and strategies and management’s expectations about new and existing programs and products, relationships, opportunities,
taxation, technology and market conditions. These statements may be identified by such forward-looking terminology as “expect,”
“believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,”
“typically,” “usually,” “anticipate,” or similar statements or variations of such terms. Such
forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking
statements. Factors that may cause actual results to differ from those contemplated by such forward-looking statements include,
but are not limited to, the following: failure to satisfy conditions to the Merger on the proposed terms and within the proposed
timeframe including, without limitation, delays in closing the Merger; the inability to realize expected cost savings and synergies
from the Merger in amounts or in the timeframe anticipated; changes in the estimates of non-recurring charges; the diversion of
management’s time on issues relating to the Merger; costs or difficulties relating to Oritani integration matters might be
greater than expected; changes in the stock price of Valley from the date of the Merger announcement to the closing date; material
adverse changes in Valley’s or Oritani’s operations or earnings; the inability to retain customers and qualified employees
of Oritani; developments in the DC Solar bankruptcy and federal investigations that could require the recognition of additional
tax provision charges related to uncertain tax liability positions; higher or lower than expected income tax expense or tax rates,
including increases or decreases resulting from changes in uncertain tax position liabilities, tax laws, regulations and case law;
and weakness or a decline in the U.S. economy, in particular in New Jersey, the New York Metropolitan area (including Long Island),
Florida and Alabama, as well as an unexpected decline in commercial real estate values within our market areas, as well as the
risk factors set forth in Valley’s Annual Report on Form 10-K for the year ended December 31, 2018. Valley assumes no obligation
for updating any such forward-looking statement at any time.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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: November 18, 2019
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VALLEY NATIONAL BANCORP
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By:
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/s/ Ronald H. Janis
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Ronald H. Janis
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Senior Executive Vice President
and General Counsel
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3
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