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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 21, 2024

Valley National Bancorp
(Exact Name of Registrant as Specified in Charter)

New Jersey
1-11277
22-2477875
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)
One Penn Plaza,
New York,
New York
10119
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code (973) 305-8800

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)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolsName of exchange on which registered
Common Stock, no par valueVLYThe Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series A, no par valueVLYPPThe Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series B, no par valueVLYPOThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 5.07Submission of Matters to a Vote of Security Holders.

Valley National Bancorp (the “Company”) held its Annual Meeting of Shareholders on May 21, 2024 (the “Meeting”). On the record date of March 25, 2024, there were 508,893,059 shares of the Company’s common stock outstanding. A total of 458,491,701 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.

Name For % For Against Abstain Broker Non-Votes
Andrew B. Abramson 390,638,597 97.86 8,518,230 865,075 58,469,799
Peter J. Baum 392,739,451 98.42 6,291,245 991,206 58,469,799
Eric P. Edelstein 392,249,627 98.29 6,790,344 981,931 58,469,799
Dafna Landau392,057,51898.246,991,065973,31958,469,799
Marc J. Lenner 386,016,542 96.74 12,977,487 1,027,873 58,469,799
Peter V. Maio 395,867,224 99.21 3,117,052 1,037,626 58,469,799
Avner Mendelson393,190,89298.525,892,173938,83758,469,799
Kathleen C. Perrott396,119,23999.233,048,901853,76258,469,799
Ira Robbins 388,458,209 97.29 10,808,926 754,767 58,469,799
Suresh L. Sani 390,885,235 97.94 8,185,485 951,182 58,469,799
Lisa J. Schultz 393,215,278 98.49 6,002,576 804,048 58,469,799
Jennifer W. Steans 395,178,982 98.99 4,021,045 821,875 58,469,799
Jeffrey S. Wilks 378,102,152 94.74 20,981,552 938,198 58,469,799
Dr. Sidney S. Williams, Jr.394,492,79998.844,618,098911,00558,469,799

Proposal #2 – Approved, on an advisory basis, the compensation of the Company’s named executive officers. 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
389,483,08797.66
Against
9,323,5272.33
Abstained
1,215,288
Broker Non-Votes
58,469,799

Proposal #3 – Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. 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
455,049,12199.46
Against
2,451,2770.53
Abstained
991,303
Broker Non-Votes
0



Proposal #4 – Voted on a shareholder proposal to provide shareholders with the right to ratify executive termination pay if properly presented at the Annual Meeting. The proposal was not approved. 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
143,004,84335.87
Against
255,601,87764.12
Abstained
1,415,182
Broker Non-Votes
58,469,799








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 21, 2024
VALLEY NATIONAL BANCORP
By:
/s/ Gary Michael
Gary Michael
Executive Vice President, General Counsel
and Corporate Secretary