UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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CURRENT REPORT ON FORM 8-K
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(e) On June 1, 2023, the shareholders of New York Community Bancorp, Inc. (the “Company”) approved an amendment to the Company’s 2020 Omnibus Incentive Plan (the “Plan”) to increase the shares reserved for issuance under the Plan by 17.5 million shares. A copy of the Plan reflecting the amendment was included as an appendix to the definitive proxy materials for the Company’s 2023 annual meeting of shareholders that were filed with the Securities and Exchange Commission on April 21, 2023.
Item 5.07 Submission of Matters to a Vote of Security Holders
| (a) | The annual meeting of shareholders (the “Meeting”) of the Company was held on Thursday, June 1, 2023, virtually via webcast, pursuant to notice duly given. |
| (b) | At the close of business on April 4, 2023, the record date for the determination of shareholders entitled to vote at the Meeting, there were 722,150,297 shares of the Company’s common stock, each share being entitled to vote, constituting all of the outstanding voting securities of the Company. |
| (c) | At the Meeting, the holders of 577,465,927 shares of the Company’s common stock were represented in person or by proxy constituting a quorum. |
| (d) | The matters considered and voted on by the Company’s shareholders at the Meeting, and the vote itself, were as follows: |
| 1. | The following individuals were elected as directors, each for a three-year term, by the following vote: |
| Name | Shares Voted For | Shares Voted Against | Abstentions | |||
| Alessandro P. DiNello |
438,771,588 | 10,239,108 | 2,308,623 | |||
| Leslie D. Dunn |
424,027,400 | 24,977,848 | 2,314,071 | |||
| Lawrence Rosano, Jr. |
435,102,903 | 13,980,784 | 2,235,632 | |||
| Robert Wann |
440,191,945 | 8,824,625 | 2,302,749 |
There were 126,146,608 broker non-votes on this proposal.
| 2. | The appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023 was ratified by the following vote: |
| Shares Voted For |
Shares Votes Against |
Abstentions | ||
| 565,184,755 | 9,887,939 | 2,393,233 |
There were no broker non-votes on this proposal.
| 3. | The results of the vote to approve, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers were as follows: |
| Shares Voted For |
Shares Voted Against |
Abstentions | ||
| 433,060,878 | 13,835,227 | 4,423,214 |
There were 126,146,608 broker non-votes on this proposal.
| 4. | The results of the vote of the recommendation, on a non-binding advisory basis, of the frequency with which the advisory vote on the Named Executive Officer Compensation shall occur were as follows: |
| One-Year |
Two Years |
Three Years |
Abstentions | |||
| 415,488,993 | 3,188,158 | 29,862,554 | 2,779,614 |
There were 126,146,608 broker non-votes on this proposal.
In light of the shareholder vote, and in keeping with the Board’s recommendation on Proposal 4, the Company will hold a “say-on-pay” vote annually until the next vote on the frequency of “say-on-pay” votes is required (which will be no later than the 2029 Annual Meeting of Shareholders) or until the Board determines that a different frequency for “say-on-pay” votes is in the best interest of the Company and its shareholders.
| 5. | The results of the vote to amend the Amended and Restated Certificate of Incorporation of the Company in order to phase out the classification of the Board of Directors and provide instead for the annual election of directors were as follows: |
| Shares Voted For |
Shares Voted Against |
Abstentions | ||
| 444,702,862 | 4,317,474 | 2,298,983 |
There were 126,146,608 broker non-votes on this proposal.
| 6. | The results of the vote to amend the Amended and Restated Certificate of Incorporation and Bylaws of the Company in order to eliminate the supermajority voting requirements contained therein were as follows: |
| Shares Voted For |
Shares Voted Against |
Abstentions | ||
| 440,809,560 | 7,430,879 | 3,078,880 |
There were 126,146,608 broker non-votes on this proposal.
| 7. | The results of the vote of the approval of an amendment to the New York Community Bancorp, Inc. 2020 Omnibus Incentive Plan were as follows: |
| Shares Voted For |
Shares Voted Against |
Abstentions | ||
| 430,646,805 | 16,243,637 | 4,428,877 |
There were 126,146,608 broker non-votes on this proposal.
| 8. | The results of the vote to consider a shareholder proposal requesting Board action to eliminate the supermajority voting requirements in the Company’s Amended and Restated Certificate of Incorporation and Bylaws were as follows: |
| Shares Voted For |
Shares Voted Against |
Abstentions | ||
| 144,634,977 | 302,100,184 | 4,584,158 |
There were 126,146,608 broker non-votes on this proposal.
| 9. | The results of the vote to consider a shareholder proposal requesting the Board of Directors evaluate and issue a report describing how the Company’s lobbying and policy influence activities align with the goal of the Paris Agreement to limit average global warming and temperature increases were as follows: |
| Shares Voted For |
Shares Voted Against |
Abstentions | ||
| 423,133,892 | 22,441,916 | 5,743,511 |
There were 126,146,608 broker non-votes on this proposal.
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.
| Date: June 5, 2023 | NEW YORK COMMUNITY BANCORP, INC. | |||||
| /s/ Salvatore J. DiMartino | ||||||
| Salvatore J. DiMartino | ||||||
| Executive Vice President | ||||||
| Chief of Staff to the CEO | ||||||