8-K

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 22, 2012

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)
1455 Valley Road, Wayne, New Jersey		07470
(Address of Principal Executive Offices)		(Zip Code)

(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)

¨ 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))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Valley National Bancorp (the “Corporation”) has declared a 5% stock dividend to be distributed to shareholders on May 25, 2012. Effective May 22, 2012, the Corporation amended Paragraph (A), Article V of its Restated Certificate of Incorporation to increase by 11,048,725 shares (5%) the total authorized capital stock of the Corporation to 262,023,233 shares, consisting of 232,023,233 shares of common stock and 30,000,000 shares of preferred stock which may be issued in one or more classes or series. The amendment is attached hereto as Exhibit (3)(i). No shareholder approval was required in connection with this amendment.

Item 9.01 Financial Statements and Exhibits.

Exhibit

(3)(i) Amendment to the Restated Certificate of Incorporation of Valley National Bancorp, dated May 21, 2012.

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 24, 2012	VALLEY NATIONAL BANCORP
		By:	/s/ Alan D. Eskow
			Alan D. Eskow
			Senior Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)

EXHIBIT INDEX

Exhibit No.	Title
(3)(i)	Amendment to the Restated Certificate of Incorporation of Valley National Bancorp, dated May 21, 2012.

EX-3.(I)

Exhibit (3)(i)

AMENDMENT TO THE

RESTATED CERTIFICATE OF INCORPORATION

OF

VALLEY NATIONAL BANCORP

Valley National Bancorp, a New Jersey corporation, pursuant to N.J.S.A. 14A:7-15.1, does hereby certify as follows:

(a) The name of the corporation is Valley National Bancorp (the “Corporation”).

(b) A 5% stock dividend was declared by the Corporation on April 18, 2012, pursuant to which one (1) share of common stock of the Corporation (“Common Stock”), no par value, will be distributed on May 25, 2012 for each twenty (20) shares of Common Stock, no par value, held by shareholders on the record date of May 11, 2012. A resolution approving the share division was adopted by the Board of Directors of the Corporation at its regular meeting held on April 18, 2012.

(c) The share division will not adversely affect the rights or preferences of the holders of outstanding shares and will not result in the percentage of authorized shares that remains unissued after the share division exceeding the percentage of authorized shares that was unissued before the share division.

(d) There were issued and outstanding, as of the record date of May 11, 2012, 187,858,101 shares of Common Stock, no par value, which are the shares subject to the share division. As a result of the share division in which one (1) share will be issued for every twenty (20) shares issued and outstanding, those 187,858,101 shares will be divided into 197,251,006 shares issued and outstanding.

(e) The Corporation is hereby amending its certificate of incorporation in connection with the share distribution as follows:

Paragraph (A) of “Article V” shall be amended to read as follows:

“The total authorized capital stock of the Corporation shall be 262,023,233 shares, consisting of 232,023,233 shares of Common Stock and 30,000,000 shares of Preferred Stock which may be issued in one or more classes or series. The shares of Common Stock shall constitute a single class and shall be without nominal or par value. The shares of Preferred Stock of each class or series shall be without nominal or par value, except that the amendment authorizing the initial issuance of any class or series, adopted by the Board of Directors as provided herein, may provide that shares of any class or series shall have a specified par value per share, in which event all of the shares of such class or series shall have the par value per share so specified.”

IN WITNESS WHEREOF, Alan D. Eskow, Senior Executive Vice President and Chief Financial Officer of Valley National Bancorp, has executed this Certificate on behalf of Valley National Bancorp this 21st day of May, 2012.

VALLEY NATIONAL BANCORP
By:	/s/ Alan D. Eskow
	Alan D. Eskow
	Senior Executive Vice President and Chief Financial Officer