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STL Sterling Bancorp.

Filed: 28 May 21, 4:47pm

 

 

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 26, 2021

 

 

 

Sterling Bancorp

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 001-35385 80-0091851

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

   
Two Blue Hill Plaza, Second Floor, Pearl River, New York 10965
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (845) 369-8040

 

Not Applicable

(Former name or former address, if changed since last report.)

 

 

 

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:

 

¨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 Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareSTLNew York Stock Exchange
Depositary Shares, each representing 1/40th interest in a share of 6.50% Non-cumulative Perpetual Preferred Stock, Series ASTLPRANew York Stock Exchange

 

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

 

On May 26, 2021, the Company held its 2021 Annual Meeting of Stockholders, at which the Company’s stockholders considered four (4) proposals, each of which is described in more detail in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 14, 2021, as supplemented by the additional proxy soliciting materials filed on April 16, 2021. There were 192,567,485 outstanding shares entitled to vote and there were 171,680,182 shares present in person or by proxy, representing approximately 89.15% of the shares outstanding and entitled to vote. The voting results are presented below.

 

1.              Election of twelve (12) Director Nominees for a one (1) year term or until their successors are elected and qualified. The results of the election of directors to serve a one (1) year term ending in 2022 or until their successors are elected and qualified are as follows:

 

 FORWITHHELDBROKER NON-VOTE1
John P. Cahill154,986,5323,453,25713,240,393
Navy E. Djonovic156,278,3682,161,42113,240,393
Fernando Ferrer153,699,8584,739,93113,240,393
Robert Giambrone157,114,8511,324,93813,240,393
Mona Aboelnaga Kanaan157,070,7291,369,06013,240,393
Jack Kopnisky156,148,6412,291,14813,240,393
James J. Landy156,393,6462,046,14313,240,393
Maureen Mitchell155,913,7412,526,04813,240,393
Patricia M. Nazemetz152,807,8525,631,93713,240,393
Richard O’Toole155,008,3023,431,48713,240,393
Ralph F. Palleschi151,859,9796,579,81013,240,393
William E. Whiston157,145,6871,294,10213,240,393

 

2.              Approval of Amendment to the Sterling Bancorp Amended and Restated 2015 Omnibus Equity and Incentive Plan to increase the number of shares reserved for issuance thereunder by 3,500,000 shares (for an aggregate of 10,500,000 shares).

 

ForAgainstAbstainBroker Non-Votes1
150,934,6707,389,212115,90713,240,393

 

 

 

 

3.             Approval, on a non-binding, advisory basis, of the compensation of our Named Executive Officers (Say-on-Pay).

 

ForAgainstAbstainBroker Non-Votes1
60,662,38797,414,278363,12413,240,393

 

4.              Ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

 

ForAgainstAbstainBroker Non-Votes1
167,628,0583,753,789298,3350

 

 

1               A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to the item and has not received voting instructions from the beneficial owner of the shares it holds. Broker non-votes are counted when determining whether the necessary quorum of stockholders is present or represented at each annual meeting.

 

 

 

 

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.

 

 STERLING BANCORP
   
Date: May 28, 2021By:/s/ Beatrice Ordonez
  Beatrice Ordonez
  Chief Financial Officer