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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 29, 2019

 

 

 

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))

 

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, par value $0.01 per share STL New York Stock Exchange
Depositary Shares, each representing 1/40th interest in a share of 6.50% Non-cumulative Perpetual Preferred Stock, Series A STLPRA 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 (§ 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 29, 2019, the Company held its 2019 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 17, 2019, as supplemented by the additional proxy soliciting materials filed on May 10, 2019. There were 209,560,821 outstanding shares entitled to vote and there were 191,203,338 shares present in person or by proxy, representing approximately 91.24% of the shares outstanding and entitled to vote. The voting results are presented below.

 

1.        Election of thirteen (13) 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 2020 or until their successors are elected and qualified are as follows:

 

Nominee For Withheld Broker Non-Votes1
       
John P. Cahill 167,720,667 2,145,955 21,336,716
Navy E. Djonovic 168,609,030 1,257,592 21,336,716
Fernando Ferrer 165,865,854 4,000,768 21,336,716
Robert Giambrone 168,626,683 1,239,939 21,336,716
Mona Aboelnaga Kanaan 168,854,729 1,011,893 21,336,716
Jack Kopnisky 167,575,839 2,290,783 21,336,716
James J. Landy 167,323,307 2,543,315 21,336,716
Maureen Mitchell 168,847,243 1,019,379 21,336,716
Patricia M. Nazemetz 168,654,043 1,212,579 21,336,716
Richard O’Toole 167,716,475 2,150,147 21,336,716
Ralph F. Palleschi 165,818,632 4,047,990 21,336,716
Burt Steinberg 166,346,624 3,519,998 21,336,716
William E. Whiston 168,849,986 1,016,636 21,336,716

 

 

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 amendments to the Sterling Bancorp 2015 Omnibus Equity and Incentive Plan to increase the number of shares reserved for issuance thereunder by 2,545,682 (for an aggregate 7,000,000 shares) and to effect certain tax related updates as a result of the Tax Cuts and Jobs Act of 2017.

 

For Against Abstain Broker Non-Votes1
164,846,789 4,757,695 262,138 21,336,716

 

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

 

For Against Abstain Broker Non-Votes1
165,184,096 3,670,767 1,011,759 21,336,716

 

4.       Ratification of the appointment of Crowe Horwath LLP as our independent registered public accounting firm for the year ending December 31, 2019.

 

For Against Abstain Broker Non-Votes1
185,928,578 4,978,941 295,819

 

 

 

 

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 30, 2019 By: /s/ Luis Massiani  
    Luis Massiani  
    Senior Executive Vice President and  
    Chief Financial Officer  

 

 

 

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