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

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Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 27, 2020




Sterling Bancorp

(Exact name of registrant as specified in its charter)




Delaware   001-35385   80-0091851

(State or other jurisdiction

of incorporation)



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 27, 2020, the Company held its 2020 Annual Meeting of Stockholders, at which the Company’s stockholders considered three (3) proposals, each of which is described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on April 15, 2020. There were 194,460,279 outstanding shares entitled to vote and there were 176,248,150 shares present in person or by proxy, representing approximately 90.63% 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 2021 or until their successors are elected and qualified are as follows:


John P. Cahill  157,381,223  1,787,706  17,079,221
Navy E. Djonovic  157,875,507  1,293,422  17,079,221
Fernando Ferrer  153,981,372  5,187,557  17,079,221
Robert Giambrone  157,889,765  1,279,164  17,079,221
Mona Aboelnaga Kanaan  157,906,363  1,262,566  17,079,221
Jack Kopnisky  155,552,336  3,616,593  17,079,221
James J. Landy  155,373,001  3,795,928  17,079,221
Maureen Mitchell  156,979,161  2,189,768  17,079,221
Patricia M. Nazemetz  157,718,943  1,449,986  17,079,221
Richard O’Toole  157,721,364  1,447,565  17,079,221
Ralph F. Palleschi  152,923,858  6,245,071  17,079,221
Burt Steinberg  152,536,832  6,632,097  17,079,221
William E. Whiston  158,067,461  1,101,468  17,079,221


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


For  Against  Abstain  Broker Non-Votes1
151,879,370  6,623,936  665,623  17,079,221


3.       Ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.


For  Against  Abstain  Broker Non-Votes1
170,794,257  5,339,085  114,808  0




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.







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 28, 2020 By: /s/ Luis Massiani
    Luis Massiani
    Senior Executive Vice President and
    Chief Financial Officer






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