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NYCB New York Community Bancorp

Filed: 27 May 21, 5:27pm

 

 

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

 

 

NEW YORK COMMUNITY BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 1-31565 06-1377322

(State or other jurisdiction of

incorporation or organization)

 

Commission

File Number

 

(I.R.S. Employer

Identification No.)

615 Merrick Avenue, Westbury, New York 11590

(Address of principal executive offices)

(516) 683-4100

(Registrant’s telephone number, including area code)

Not applicable

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

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value per share NYCB New York Stock Exchange
Bifurcated Option Note Unit SecuritiES SM NYCB PU New York Stock Exchange
Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock, $0.01 par value NYCB PA New York Stock Exchange

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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.  ☐

 

 

 


CURRENT REPORT ON FORM 8-K

 

Item 5.07

Submission of Matters to a Vote of Security Holders

 

 (a)

The annual meeting of shareholders (the “Meeting”) of New York Community Bancorp, Inc. (the “Company”) was held on Wednesday, May 26, 2021, virtually via webcast, pursuant to notice duly given.

 

 (b)

At the close of business on April 1, 2021, the record date for the determination of shareholders entitled to vote at the Meeting, there were 465,074,384 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 374,212,264 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 

Thomas R. Cangemi

   281,432,294    12,840,546    1,529,018 

Hanif “Wally” Dahya

   257,896,345    35,513,677    2,391,836 

James J. O’Donovan

   281,410,035    12,988,761    1,403,063 

There were 78,410,405 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, 2021 was ratified by the following vote:

 

Shares Voted For

 

Shares Votes Against

 

Abstentions

351,744,066 20,731,369 1,736,828

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

276,192,401 16,405,814 3,203,644

There were 78,410,405 broker non-votes on this proposal.

 

 4.

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, the annual election of directors were as follows:

 

Shares Voted For

 

Shares Voted Against

 

Abstentions

292,573,733 2,066,421 1,161,704

There were 78,410,405 broker non-votes on this proposal.


 5.

The results of the vote to consider a shareholder proposal requesting Board action to provide for the right to act by written consent by amending the Amended and Restated Certificate of Incorporation and Bylaws of the Company were as follows:

 

Shares Voted For

 

Shares Voted Against

 

Abstentions

231,387,297 61,133,404 3,281,158

There were 78,410,405 broker non-votes on this proposal.

With regard to the results of Proposal 5, the Board of Directors of the Company will consider the outcome of the vote at its next regularly scheduled 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.

 

Date: May 27, 2021   NEW YORK COMMUNITY BANCORP, INC.
   

/s/ Salvatore J. DiMartino

   Salvatore J. DiMartino
   Senior Managing Director
   Director, Investor Relations and Strategic Planning