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Section 1: 8-K (FORM 8-K)

 

 

 

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 22, 2018

 

 

 

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)

 

   
400 Rella Boulevard, Montebello, New York   10901
(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))

 

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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On May 22, 2018, Sterling Bancorp (the “Company”) held its 2018 Annual Meeting of Stockholders, as further described in Item 5.07 below, at which the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate provisions requiring cause and a supermajority vote to remove directors (the “Amendment”). The Amendment became effective upon the Company’s filing of the Amendment with the Secretary of State of Delaware on May 23, 2018. A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 5.07Submission of Matters to a Vote of Security Holders

 

On May 22, 2018, the Company held its 2018 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 23, 2018. There were 225,469,061 outstanding shares entitled to vote and there were 209,904,393 shares present in person or by proxy, representing approximately 93.1% of the shares outstanding and entitled to vote. The voting results are presented below.

 

1.             Election of fourteen (14) 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 2019 or until their successors are elected and qualified are as follows:

 

Nominee  For  Withheld  Broker Non-Votes1
John P. Cahill  184,564,854  3,527,611  21,811,928
James F. Deutsch  184,537,880  3,554,585  21,811,928
Navy E. Djonovic  186,081,953  2,010,512  21,811,928
Fernando Ferrer  182,519,745  5,572,720  21,811,928
Robert Giambrone  180,913,546  7,178,919  21,811,928
Jack Kopnisky  185,219,725  2,872,740  21,811,928
James J. Landy  184,655,176  3,437,289  21,811,928
Robert W. Lazar  183,662,083  4,430,382  21,811,928
Maureen Mitchell  187,149,484  942,981  21,811,928
Patricia M. Nazemetz  187,098,678  993,787  21,811,928
Richard O’Toole  184,402,586  3,689,879  21,811,928
Ralph F. Palleschi  182,495,012  5,597,453  21,811,928
Burt Steinberg  183,586,892  4,505,573  21,811,928
William E. Whiston  187,090,902  1,001,563  21,811,928

 

 

 

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.

 

 

 

 

2.             Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the provisions requiring cause and a supermajority vote to remove Directors.

 

For  Against  Abstain  Broker Non-Votes1
186,211,157  1,729,905  151,403  21,811,928

 

3.             Approval, by non-binding vote, of the compensation of the Named Executive Officers (Say-on-Pay).

 

For  Against  Abstain  Broker Non-Votes1
183,018,329  4,540,857  533,279  21,811,928

 

4.             Ratification of the appointment of Crowe Horwath LLP as the independent registered public accounting firm for the year ending December 31, 2018.

 

 

For  Against  Abstain  Broker Non-Votes1
201,973,136  7,672,776  258,481 

 

Item 9.01.Financial Statements and Exhibits

 

(d) Exhibits

3.1Amendment to the Amended and Restated Certificate of Incorporation

 

 

 

 

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 24, 2018 By: /s/ Luis Massiani
    Luis Massiani
    Senior Executive Vice President and
    Chief Financial Officer

 

 

 

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Section 2: EX-3.1 (EXHIBIT 3.1)

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

OF AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

 

Sterling Bancorp, a corporation organized and existing under and by virtue of the state of Delaware (the "Corporation"), does hereby certify:

 

First: That the Board of Directors of the Corporation, at a meeting duly convened and held, adopted the following resolution proposing and declaring advisable the following amendment to the Amended and Restated Certificate of Incorporation of the Corporation:

 

"NOW, THEREFORE BE IT RESOLVED, that pursuant to the authority vested in the Board of Directors of the Corporation, subject to stockholder approval, Paragraph D of Article Sixth of the Amended and Restated Certificate of Incorporation is hereby amended in its entirety and replaced with the following:

 

SIXTH:

 

D.      Subject to the rights of the holders of any series of Preferred Stock then outstanding, any Director, or the entire Board of Directors, may be removed from office at any time, but only by the affirmative vote of the holders of at least 50 percent of the voting power of all of the then — outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors (after giving effect to the provisions of Article FOURTH of this Certificate of Incorporation ("Article FOURTH")), voting together as a single class.

 

Second: That thereafter, pursuant to a resolution of its Board of Directors, at the annual meeting of the stockholders of said corporation duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware a supermajority of 80% of the outstanding shares of common stock, as required by Article Twelfth of the Articles of Incorporation, was voted in favor of the amendment.

 

Third: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, Sterling Bancorp has caused this certificate to be signed by Jack L. Kopnisky, President and Chief Executive Officer of the Corporation, this 22 day of May, 2018.

 

  /s/ Jack L. Kopnisky  
  By: Jack L. Kopnisky  
  Title: President and Chief Executive Officer  

 

 

 

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