Additional Proxy Soliciting Materials (definitive) (defa14a)
March 25 2020 - 11:10AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE 14A
Proxy Statement
Pursuant to Section 14(a) of the
Securities Exchange
Act of 1934
(Amendment No.
)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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VALLEY NATIONAL
BANCORP
(Name of Registrant
as Specified In Its Charter)
(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Valley National
Bancorp
1455 Valley Road
Wayne, New Jersey
07470
ADDITIONAL INFORMATION REGARDING
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, MAY 1, 2020
The following
Notice of Change of Location relates to the proxy statement (the “Proxy Statement”) of Valley National Bancorp (the
“Company”), dated March 19, 2020, furnished to shareholders of the Company in connection with the solicitation of proxies
by the Board of Directors of the Company for use at the Annual Meeting of Shareholders (the “Annual Meeting”) to be
held on Friday, May 1, 2020. This Supplement is being filed with the Securities and Exchange Commission and is being made available
to shareholders on or about March 25, 2020.
THE NOTICE SHOULD BE READ IN CONJUNCTION
WITH THE PROXY STATEMENT.
NOTICE OF CHANGE
OF LOCATION
OF ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD ON
MAY 1, 2020
To the Shareholders of VALLEY NATIONAL
BANCORP:
Due to the public health impact of
the coronavirus outbreak (COVID-19) and to support the health and well-being of our shareholders and associates, NOTICE
IS HEREBY GIVEN that the location of the Annual Meeting of Shareholders of Valley National Bancorp (the “Company”)
has been changed. As previously announced, the Annual Meeting will be held on Friday, May 1, 2020 at 9:00 a.m., Eastern Time. In
light of public health concerns regarding the coronavirus outbreak and to comply with an Executive Order of the Governor of New
Jersey, the Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting
physically.
As described in the proxy materials
for the Annual Meeting previously distributed, you are entitled to participate in the Annual Meeting if you were a shareholder
as of the close of business on March 11, 2020, the record date, or hold a legal proxy for the meeting provided by your bank,
broker, or nominee.
To be admitted to the
Annual Meeting at www.virtualshareholdermeeting.com/VLY2020, you must enter the control number found on your proxy card,
voting instruction form or notice you received.
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Shareholders who hold their shares in “street name” through
a broker or other financial institution, may use the control number and the instructions mailed to them. The proxy card included
with the proxy materials previously distributed to “street holders” will not be updated to reflect the change in location
and may continue to be used to vote your shares in connection with the Annual Meeting
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We are mailing an explanatory letter with a new proxy card to holders
whose shares are registered with American Stock Transfer (AST) and to plan participants. The new proxy card provides a new control
number and instructions on how to vote and participate in the meeting. If a shareholder votes before receiving the letter,
they will need to resubmit their votes using the instructions on the new proxy card.
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You may vote during the Annual Meeting
by following the instructions available on the meeting website during the meeting. Whether or not you plan to attend the Annual
Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials
for the Annual Meeting, and for registered holders and plan participants by the instructions on the new proxy card.
By Order of the Board of Directors,
Ronald H. Janis
Senior Executive Vice President, General
Counsel and Secretary
March 25, 2020
The Annual
Meeting on May 1, 2020 at 9:00 a.m. Eastern Time is available at www.virtualshareholdermeeting.com/VLY2020. The
proxy statement and Annual Report are available on our website at http:www.valley.com/filings.html. Additionally, you may
access our proxy materials at www.proxyvote.com, a site that does not have “cookies” that identify visitors to
the site.
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