NEW YORK COMMUNITY BANCORP INC false 0000910073 0000910073 2020-06-03 2020-06-03 0000910073 us-gaap:CommonStockMember 2020-06-03 2020-06-03 0000910073 nycb:BifurcatedOptionNoteUnitSecuritiesMember 2020-06-03 2020-06-03 0000910073 nycb:FixedToFloatingRateSeriesANoncumulativePerpetualPreferredStockMember 2020-06-03 2020-06-03

 

 

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): June 3, 2020

 

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)

 

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 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

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, June 3, 2020, virtually via webcast, pursuant to notice duly given.

  (b) At the close of business on April 7, 2020, the record date for the determination of shareholders entitled to vote at the Meeting, there were 463,958,344 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 390,247,415 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

 

Dominick Ciampa

   

206,609,601

     

81,368,534

     

2,112,562

 

Leslie Dunn

   

271,423,367

     

17,590,509

     

1,076,821

 

Lawrence Rosano, Jr.

   

231,546,919

     

57,423,296

     

1,120,482

 

Robert Wann

   

262,023,517

     

27,079,829

     

987,350

 

     There were 100,156,718 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, 2020 was ratified by the following vote:

Shares Voted For

 

Shares Votes Against

 

Abstentions

337,387,368

 

51,387,200

 

1,472,847

     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 New York Community Bancorp, Inc.’s Named Executive Officers were as follows:

Shares Voted For

 

Shares Voted Against

 

Abstentions

243,948,490

 

43,847,007

 

2,295,200

     There were 100,156,718 broker non-votes on this proposal.


  4. 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 were as follows:

Shares Voted For

 

Shares Voted Against

 

Abstentions

284,068,192

 

4,572,501

 

1,450,004

     There were 100,156,718 broker non-votes on this proposal.

  5. The results of the vote to approve the New York Community Bancorp, Inc. 2020 Omnibus Incentive Plan were as follows:

Shares Voted For

 

Shares Voted Against

 

Abstentions

270,823,713

 

17,200,976

 

2,066,007

     There were 100,156,718 broker non-votes on this proposal.

6. The results of the vote to consider a shareholder proposal for Board action to eliminate the classified Board were as follows:

Shares Voted For

 

Shares Voted Against

 

Abstentions

238,022,035

 

42,527,088

 

9,541,574

     There were 100,156,719 broker non-votes on this proposal.

  7. The results of the vote to consider a shareholder proposal recommending the adoption of director age and term limits were as follows:

Shares Voted For

 

Shares Voted Against

 

Abstentions

12,943,729

 

272,132,790

 

5,014,178

     There were 100,156,718 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, 2020

 

 

NEW YORK COMMUNITY BANCORP, INC.

     

 

/s/ Salvatore J. DiMartino

 

Salvatore J. DiMartino

 

Managing Director

 

Director, Investor Relations and Strategic Planning