Current Report Filing (8-k)
May 05 2020 - 4:10PM
Edgar (US Regulatory)
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2020-05-01
2020-05-01
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2020-05-01
2020-05-01
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VLY:NoncumulativePerpetualPreferredStockSeriesANoParValueMember
2020-05-01
2020-05-01
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VLY:NoncumulativePerpetualPreferredStockSeriesBNoParValueMember
2020-05-01
2020-05-01
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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):
May 1, 2020
VALLEY NATIONAL BANCORP
(Exact Name of Registrant as Specified
in Charter)
New Jersey
|
1-11277
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22-2477875
|
(State or Other Jurisdiction
of Incorporation)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification Number)
|
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):
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
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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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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
|
Trading Symbol(s)
|
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 ¨
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
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Submission of Matters to a Vote of Security Holders.
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The Company held its Annual Meeting of
Shareholders on May 1, 2020. On the record date of March 11, 2020, there were 403,748,667 shares of the Company’s common
stock outstanding. A total of 358,819,133 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 12 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
|
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Name
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For
|
|
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% For
|
|
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Against
|
|
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Abstain
|
|
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Broker Non-
Votes
|
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Andrew B. Abramson
|
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274,889,425
|
|
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96.19
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|
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10,881,976
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|
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613,907
|
|
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72,433,825
|
|
Peter J. Baum
|
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280,232,622
|
|
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98.06
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|
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5,524,627
|
|
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628,059
|
|
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72,433,825
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|
Eric P. Edelstein
|
|
279,036,679
|
|
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97.64
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|
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6,726,076
|
|
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622,553
|
|
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72,433,825
|
|
Graham O. Jones
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270,821,438
|
|
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94.80
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|
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14,836,799
|
|
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727,071
|
|
|
72,433,825
|
|
Marc J. Lenner
|
|
276,500,908
|
|
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96.76
|
|
|
9,245,201
|
|
|
639,199
|
|
|
72,433,825
|
|
Kevin J. Lynch
|
|
277,934,217
|
|
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97.32
|
|
|
7,643,332
|
|
|
807,759
|
|
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72,433,825
|
|
Peter V. Maio
|
|
283,278,822
|
|
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99.14
|
|
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2,441,638
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|
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664,848
|
|
|
72,433,825
|
|
Ira Robbins
|
|
275,447,016
|
|
|
96.55
|
|
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9,833,049
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|
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1,105,243
|
|
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72,433,825
|
|
Suresh L. Sani
|
|
278,278,601
|
|
|
97.39
|
|
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7,446,615
|
|
|
660,092
|
|
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72,433,825
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|
Lisa J. Schultz
|
|
281,464,843
|
|
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98.48
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|
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4,330,760
|
|
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589,705
|
|
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72,433,825
|
|
Jennifer W. Steans
|
|
281,087,560
|
|
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98.37
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|
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4,653,663
|
|
|
644,085
|
|
|
72,433,825
|
|
Jeffrey S. Wilks
|
|
266,851,472
|
|
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93.40
|
|
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18,842,687
|
|
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691,149
|
|
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72,433,825
|
|
Proposal #2 – Ratified the
appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2020. 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
|
|
355,126,678
|
|
|
99.21
|
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Against
|
|
2,824,171
|
|
|
0.78
|
|
Abstain
|
|
868,284
|
|
|
|
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Broker Non-Votes
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|
0
|
|
|
|
|
Proposal #3 – Approved, on
a non-binding basis, the compensation of the Company’s named executive officers as determined by the Compensation and Human
Resources Committee. 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
|
|
275,585,998
|
|
|
96.83
|
|
Against
|
|
9,013,425
|
|
|
3.16
|
|
Abstained
|
|
1,785,885
|
|
|
|
|
Broker Non-Votes
|
|
72,433,825
|
|
|
|
|
Proposal #4 – Approved an
amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s
common stock. The number of shares voted “For” and “Against” this approval, as well as the number of abstentions
and broker non-votes, was as follows:
|
|
Number of
Votes
|
|
|
Percentage
|
|
For
|
|
340,736,955
|
|
|
95.40
|
|
Against
|
|
16,411,982
|
|
|
4.59
|
|
Abstained
|
|
1,670,196
|
|
|
|
|
Broker Non-Votes
|
|
0
|
|
|
|
|
Proposal #5 – Voted against
a shareholder proposal to amend the Company’s By-laws and governing documents to provide that holders in the aggregate of
10% of the Company’s common stock have the ability to call a special meeting of shareholders. 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
|
|
83,932,016
|
|
|
29.60
|
|
Against
|
|
199,560,025
|
|
|
70.39
|
|
Abstained
|
|
2,893,267
|
|
|
|
|
Broker Non-Votes
|
|
72,433,825
|
|
|
|
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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: May 5, 2020
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VALLEY NATIONAL BANCORP
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|
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By:
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/s/ Ronald H. Janis
|
|
|
|
Ronald H. Janis
|
|
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Senior Executive Vice President and General Counsel
|
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