VALLEY NATIONAL BANCORP (NYSE:VLY) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
Submission of Matters to a Vote of Security Holders.
VALLEY NATIONAL BANCORP (NYSE:VLY) Files An 8-K Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on April 20, 2018. On the record date of February 20, 2018, there were 330,804,046 shares of the Company’s common stock outstanding. A total of 273,421,201 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 14 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 |
188,852,788 |
89.2 |
22,801,795 |
540,368 |
61,226,250 |
|
Peter J. Baum |
206,365,963 |
98.7 |
2,689,325 |
3,139,662 |
61,226,251 |
|
Pamela R. Bronander |
190,264,929 |
90.9 |
18,959,963 |
2,970,061 |
61,226,247 |
|
Eric P. Edelstein |
203,686,425 |
97.4 |
5,381,067 |
3,127,458 |
61,226,251 |
|
Mary J. Steele Guilfoile |
199,786,002 |
95.5 |
9,404,805 |
3,004,145 |
61,226,248 |
|
Graham O. Jones |
199,349,303 |
95.3 |
9,886,879 |
2,958,768 |
61,226,250 |
|
Gerald Korde |
187,688,626 |
88.7 |
23,933,449 |
572,874 |
61,226,252 |
|
Michael L. LaRusso |
204,582,439 |
97.8 |
4,528,327 |
3,084,185 |
61,226,249 |
|
Marc J. Lenner |
189,227,376 |
90.6 |
19,650,006 |
3,317,567 |
61,226,251 |
|
Gerald H. Lipkin |
204,343,401 |
97.6 |
5,007,080 |
2,844,468 |
61,226,251 |
|
Ira Robbins |
205,739,415 |
98.4 |
3,440,574 |
3,014,962 |
61,226,250 |
|
Suresh L. Sani |
204,180,942 |
97.6 |
4,921,128 |
3,092,881 |
61,226,250 |
|
Jennifer W. Steans |
207,053,575 |
99.0 |
2,203,874 |
2,937,500 |
61,226,251 |
|
Jeffrey S. Wilks |
168,706,191 |
80.6 |
40,505,165 |
2,983,593 |
61,226,252 |
Proposal #2 – Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018.
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 |
269,497,946 |
98.7 |
|
Against |
3,559,185 |
1.3 |
|
Abstain |
364,070 |
|
|
Broker Non-Votes |
|
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 |
188,789,010 |
89.8 |
|
Against |
21,461,454 |
10.2 |
|
Abstained |
1,944,480 |
|
|
Broker Non-Votes |
61,226,256 |
Proposal #4 – Voted against a shareholder proposal to amend the Company’s By-laws 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 |
66,018,855 |
31.6 |
|
Against |
142,866,469 |
68.4 |
|
Abstained |
3,309,622 |
|
|
Broker Non-Votes |
61,226,255 |
About VALLEY NATIONAL BANCORP (NYSE:VLY)
Valley National Bancorp is the bank holding company for Valley National Bank (the Bank). The Bank provides a range of commercial, retail, insurance and wealth management financial services products. The Company’s segments include Consumer Lending; Commercial Lending; Investment Management, and Corporate and Other Adjustments. The consumer lending segment includes its residential mortgages, home equity loans and automobile loans. The commercial lending segment primarily includes floating rate and adjustable rate commercial and industrial loans, as well as fixed rate owner occupied and commercial real estate loans. The investment management segment includes the Company’s investments in various types of securities, its federal funds sold and interest-bearing deposits with banks (primarily the Federal Reserve Bank of New York). The Bank has over 230 branches serving northern and central New Jersey, the New York City boroughs of Manhattan, Brooklyn, Queens and Long Island, and Florida.
