UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Special Meeting was held on August 17, 2021 in order for the stockholders of Sterling Bancorp (“Sterling”) to vote upon the following proposals set forth in a joint proxy statement/prospectus (the “Proxy Statement/Prospectus”) prepared in connection with the Merger (defined below), dated July 8, 2021, and filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 8, 2021:
As of July 2, 2021, the record date for the Special Meeting, there were 192,715,433 shares of Sterling common stock issued and outstanding and eligible to be voted at the Special Meeting, and 157,797,715 shares were represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting.
The results of the votes cast by stockholders are as follows:
Proposal 1: To adopt the Agreement and Plan of Merger, dated as of April 18, 2021 (the “Merger Agreement”), by and between Sterling and Webster Financial Corporation (“Webster”), as such agreement may be amended from time to time, pursuant to which Sterling will merge with and into Webster, with Webster as the surviving corporation (the “Merger”), as more fully described in the Proxy Statement/Prospectus (the “Sterling Merger Proposal”);
| Proposal 1: | The Sterling Merger Proposal: |
| For | Against | Abstain | Broker Non-Votes |
| 157,094,942 | 575,126 | 127,647 | N/A |
Proposal 2: To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Sterling’s named executive officers that is based on or otherwise relates to the Merger (the “Sterling Compensation Proposal”);
| Proposal 2: | The Sterling Compensation Proposal: |
| For | Against | Abstain | Broker Non-Votes |
| 151,732,106 | 5,067,182 | 998,427 | N/A |
Proposal 3: To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Sterling Merger Proposal or to ensure that any supplement or amendment to the Proxy Statement/Prospectus is timely provided to holders of Sterling common stock. Because the Sterling Merger Proposal and the Sterling Compensation Proposal were approved, the Adjournment Proposal was withdrawn and not considered at the Special Meeting.
Completion of the Merger remains subject to the satisfaction of the remaining customary closing conditions contained in the Merger Agreement. Assuming such conditions are satisfied, Sterling currently expects to complete the Merger in the fourth quarter of 2021.
| Item 8.01 | Other Events. |
On August 17, 2021, Sterling and Webster issued a joint press release announcing the voting results described in Item 5.07 of this Current Report on Form 8-K, along with the voting results of the special meeting of Webster’s stockholders. The joint press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Joint Press Release of Sterling and Webster, dated August 17, 2021, regarding Special Meeting Results |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
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: August 18, 2021 | By: | /s/ Jack L. Kopnisky |
| Jack L. Kopnisky | ||
| President and Chief Executive Officer | ||