Sterling Bancorp (NYSE:STL) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03

On June 13, 2017, Sterling Bancorp
(Sterling or the
Company) held a special meeting of
stockholders (the Special Meeting), as
further described in Section 5.07 below, at which the Companys
stockholders approved an amendment to the Companys Amended and
Restated Certificate of Incorporation (the Sterling
Charter) to increase Sterlings authorized shares of
common stock by 120 million to 310 million (the
Amendment) in connection with the
Merger (defined below). The Amendment became effective upon the
Companys filing of the Amendment with the Secretary of State of
Delaware on June 14, 2017. A copy of the amendment to the
Sterling Charter is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.

The Special Meeting was held on June 13, 2017 in order for
Sterlings stockholders to vote upon the following proposals set
forth in a joint proxy statement/prospectus (the
Proxy Statement/Prospectus) prepared in
connection with the Merger (defined below), dated April 28, 2017,
and filed with the U.S. Securities and Exchange Commission (the
SEC) on May 1, 2017:

As of April28, 2017, the record date for the Special Meeting,
there were 135,593,374 shares of Sterling common stock issued and
outstanding and eligible to be voted at the Special Meeting, and
125,692,502 shares were represented in person or by proxy at the
Special Meeting, which constituted a quorum to conduct business
at the meeting.

The results of the votes cast by stockholders are as follows:

Proposal 1: To adopt the Agreement and Plan of Merger,
dated as of March 6, 2017 (the Merger
Agreement), by and between Astoria
Financial Corporation (Astoria) and
Sterling, as such agreement may be amended from time to time, to
which Astoria will merge with and into Sterling, with Sterling as
the surviving corporation (the Merger),
as more fully described in the Proxy Statement/Prospectus (the
Sterling Merger Proposal);

Proposal 2: To approve an amendment to Sterlings Charter
to increase Sterlings authorized shares of common stock by 120
million to 310 million (the Sterling Charter
Amendment Proposal);

Proposal 3: To approve one or more adjournments of the
Special Meeting, if necessary or appropriate, including
adjournments to permit further solicitation of proxies in favor
of the Sterling Merger Proposal and the Sterling Charter
Amendment Proposal (the Adjournment
Proposal). Because the Sterling Merger Proposal and
the Sterling Charter Amendment Proposal were approved, the
Adjournment Proposal was withdrawn and not considered at the
Special Meeting.

Completion of the Merger remains subject to the satisfaction of
the remaining customary closing conditions contained in the
Merger Agreement. Assuming such conditions are satisfied,
Sterling currently expects to complete the Merger in the fourth
calendar quarter of 2017.

Item8.01Other Events.

On June 13, 2017, the Company and Astoria jointly issued a press
release announcing the voting results described in Item5.07 of
this Current Report on Form 8-K, along with the voting results of
the special meeting of Astorias stockholders. The joint press
release is attached to this Current Report on Form 8-K as Exhibit
99.1 and is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking
Statements

Some of the statements contained in this report are forward
looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 giving Sterlings expectations or
predictions of future financial or business performance or
conditions. Forward-looking statements are typically identified
by words such as believe, expect, anticipate, intend, target,
estimate, continue, positions, prospects or potential, by future
conditional verbs such as will, would, should, could or may, or
by variations of such words or by similar expressions. Such
forward-looking statements include, but are not limited to,
statements about the benefits of the business combination
transaction involving Astoria and Sterling, including future
financial and operating results, the combined companys plans,
objectives, expectations and intentions and other statements that
are not historical facts. These forward-looking statements are
subject to numerous assumptions, risks, and uncertainties which
change over time. In addition to factors previously disclosed in
Sterlings and Astorias reports filed with the SEC, the following
factors, among others, could cause actual results to differ
materially from forward-looking statements: ability to obtain
regulatory approvals and meet other closing conditions to the
Merger, including delay in closing the Merger; business
disruption following the merger; difficulties and delays in
integrating the Sterling and Astoria businesses or fully
realizing cost savings and other benefits; Sterlings potential
exposure to unknown or contingent liabilities of Astoria; the
challenges of integrating, retaining, and hiring key personnel;
failure to attract new customers and retain existing customers in
the manner anticipated and other consequences associated with
mergers, acquisitions and divestitures; the outcome of pending or
threatened litigation, or of matters before regulatory agencies,
whether currently existing or commencing in the future, including
litigation related to the merger; any interruption or breach of
security resulting in failures or disruptions in customer account
management, general ledger, deposit, loan, or other systems;
changes in Sterlings stock price before closing, including as a
result of the financial performance of Astoria prior to closing;
operational issues stemming from, and/or capital spending
necessitated by, the potential need to adapt to industry changes
in information technology systems, on which Sterling and Astoria
are highly dependent; changes in legislation, regulation,
policies, or administrative practices and the ability to comply
with such changes in a timely manner; changes in the monetary and
fiscal policies of the U.S. Government, including policies of the
U.S. Department of the Treasury and the Federal Reserve Board;
changes in interest rates, which may affect Sterlings or Astorias
net income, prepayment penalty income, mortgage banking income,
and other future cash flows, or the market value of Sterlings or
Astorias assets, including its investment securities; changes in
accounting principles, policies, practices, or guidelines;
changes in Sterlings credit ratings or in Sterlings ability to
access the capital markets; natural disasters, war, or terrorist
activities; and other economic, competitive, governmental,
regulatory, technological, and geopolitical factors affecting
Sterlings or Astorias operations, pricing, and service.

For any forward-looking statements made in this report, Sterling
claims the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform
Act of 1995. You are cautioned not to place undue reliance on
these statements, which speak only as of the date of this report.
Sterling does not undertake to update forward-looking statements
to reflect facts, circumstances, assumptions or events that occur
after the date the forward-looking statements are made. All
subsequent written and oral forward-looking statements concerning
the Merger or other matters addressed in this report and
attributable to Sterling, Astoria or any person acting on their
behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to in this report.

Important Additional Information

Investors and stockholders are urged to carefully review and
consider each of Sterlings and Astorias public filings with the
SEC, including but not limited to their Annual Reports on Form
10-K, their proxy statements, their Current Reports on Form 8-K
and their Quarterly Reports on Form 10-Q. The documents filed by
Sterling with the SEC may be obtained free of charge at
Sterling’s website at www.sterlingbancorp.com or at the
SECs website at www.sec.gov. These documents may also be
obtained free of charge from Sterling by requesting them in
writing to Sterling Bancorp, 400 Rella Boulevard, Montebello, New
York 10901, Attention: Investor Relations, or by telephone at
(845) 369-8040.

The documents filed by Astoria with the SEC may be obtained free
of charge at Astorias website at www.astoriabank.com or at
the SECs website at www.sec.gov. These documents may also
be obtained free of charge from Astoria by requesting them in
writing to Astoria, c/o Astoria Bank, One Astoria Bank Plaza,
Lake Success, New York 11042, Attention: Investor Relations, or
by telephone at (516) 327-7877.

This communication is being made in respect of the Merger. This
communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities. In connection
with the Merger, Sterling has filed with the SEC and the SEC has
declared effective, a registration statement on Form S-4 (File
No. 333-217153) (the Form S-4) which
includes the Proxy Statement/Prospectus, and other documents
regarding the Merger. Before making any investment decision,
investors and stockholders of Sterling and Astoria are urged to
carefully read the entire Form S-4 and the Proxy
Statement/Prospectus, as well as any amendments or supplements to
these documents and any other relevant documents filed with the
SEC, because they contain important information about the Merger,
Sterling and Astoria. Investors and stockholders can obtain the
Form S-4 and the Proxy Statement/Prospectus free of charge from
the SECs website or from Sterling or Astoria by writing to the
addresses provided for each company set forth in the paragraphs
above.

About Sterling Bancorp (NYSE:STL)

Sterling Bancorp is a financial holding company. The Company is a bank holding company that owns the Sterling National Bank (the Bank). The Bank specializes in the delivery of services and solutions to business owners, their families and consumers within the communities it serves. The Bank offers a line of commercial, business, and consumer banking products and services. The Bank is engaged in the origination of commercial loans and commercial mortgage loans. The Company also originates residential mortgage loans and consumer loans. The Bank offers services in the New York Metro Market, which includes Manhattan and Long Island, and the New York Suburban Market, which consists of Rockland, Orange, Sullivan, Ulster, Putnam and Westchester counties in New York and Bergen County in New Jersey. Its deposit products include non-interest bearing demand deposits, interest bearing demand deposits, savings, money market and certificate of deposits.