0001214659-19-002785.txt : 20190418 0001214659-19-002785.hdr.sgml : 20190418 20190418134441 ACCESSION NUMBER: 0001214659-19-002785 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190417 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190418 DATE AS OF CHANGE: 20190418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALLEY NATIONAL BANCORP CENTRAL INDEX KEY: 0000714310 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 222477875 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11277 FILM NUMBER: 19755472 BUSINESS ADDRESS: STREET 1: 1455 VALLEY RD CITY: WAYNE STATE: NJ ZIP: 07470 BUSINESS PHONE: 9733053380 MAIL ADDRESS: STREET 1: 1455 VALLEY RD CITY: WAYNE STATE: NJ ZIP: 07470 8-K 1 j4181908k.htm

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): April 17, 2019

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))

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 5.07

Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders on April 17, 2019. On the record date of February 19, 2019, there were 331,564,079 shares of the Company’s common stock outstanding. A total of 298,158,581 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
Name	For		% For		Against		Abstain		Broker Non-Votes
Andrew B. Abramson		221,115,486		97.40		5,909,427		787,684		70,345,984
Peter J. Baum		222,763,438		98.11		4,283,993		765,166		70,345,984
Eric P. Edelstein		221,363,139		97.49		5,689,649		759,810		70,345,984
Graham O. Jones		218,377,247		96.19		8,637,996		797,354		70,345,984
Michael L. LaRusso		222,643,250		98.07		4,379,534		789,813		70,345,984
Marc J. Lenner		219,159,335		96.52		7,905,862		747,400		70,345,984
Gerald H. Lipkin		221,914,765		97.73		5,152,539		745,293		70,345,984
Ira Robbins		223,646,412		98.40		3,632,560		533,625		70,345,984
Suresh L. Sani		221,922,159		97.75		5,097,171		793,267		70,345,984
Melissa J. Schultz		224,082,767		98.62		3,134,934		594,897		70,345,984
Jennifer W. Steans		221,657,597		97.53		5,609,430		545,571		70,345,984
Jeffrey S. Wilks		179,916,494		79.26		47,069,065		827,038		70,345,984

Proposal #2 – Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

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		291,086,019		97.85
Against		6,389,355		2.15
Abstain		683,207
Broker Non-Votes		0

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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		218,297,818		96.77
Against		7,296,513		3.23
Abstained		2,218,267
Broker Non-Votes		70,345,984

Proposal #4 – Voted against a shareholder proposal to amend the Company’s governing documents to require that the Chair of the Board of Directors be independent.

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		57,610,041		25.51
Against		168,231,939		74.49
Abstained		1,970,617
Broker Non-Votes		70,345,984

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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: April 18, 2019		VALLEY NATIONAL BANCORP

	By:	/s/ Ronald H. Janis
		Ronald H. Janis
		Senior Executive Vice President and General Counsel

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