VLY Form 8-K 2015.04.14




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): April 15, 2015
 
 
VALLEY NATIONAL BANCORP
(Exact Name of Registrant as Specified in Charter)
 
 
 
New Jersey
 
1-11277
 
22-2477875
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)
 
1455 Valley Road, Wayne, New Jersey
 
07470
(Address of Principal Executive Offices)
 
(Zip Code)
(973) 305-8800
(Registrant’s telephone number, including area code)
 
 
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 (see General Instruction A.2. below):
¨
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))




Item 5.07
Submission of Matters to a Vote of Security Holders.
On April 14, 2015, the Annual Meeting of Shareholders of Valley National Bancorp (the “Company”) was held. A total of 201,991,317 of the Company’s shares were present or represented by proxy at the meeting. The Company’s shareholders took the following actions:

Proposal #1 – Voted on the election of 16 persons, named in the Proxy Statement, to serve as directors of the Company for the ensuing year constituting the entire Board of Directors. The following is a list of directors elected at the Annual Meeting with the number of votes “For”, “Against”, "Abstain" and Broker "Non-Votes".
 
 
Number of Votes
Name
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Andrew B. Abramson
 
140,303,462

 
4,581,209

 
814,073

 
56,292,573

Peter J. Baum
 
140,857,119

 
3,367,790

 
1,473,837

 
56,292,571

Pamela R. Bronander
 
140,778,621

 
3,853,384

 
1,066,742

 
56,292,570

Peter Crocitto
 
139,959,096

 
4,664,133

 
1,075,519

 
56,292,569

Eric P. Edelstein
 
128,408,523

 
16,437,354

 
852,869

 
56,292,571

Alan D. Eskow
 
134,054,009

 
10,794,787

 
849,950

 
56,292,571

Mary J. Steele Guilfoile
 
138,837,589

 
6,073,023

 
788,123

 
56,292,582

Graham O. Jones
 
138,622,808

 
6,210,364

 
865,576

 
56,292,569

Gerald Korde
 
140,639,887

 
4,358,269

 
700,591

 
56,292,570

Michael L. LaRusso
 
140,331,825

 
4,086,898

 
1,280,023

 
56,292,571

Marc J. Lenner
 
140,597,223

 
4,226,627

 
874,896

 
56,292,571

Gerald H. Lipkin
 
138,316,406

 
6,789,944

 
592,398

 
56,292,569

Barnett Rukin
 
140,794,707

 
4,041,225

 
862,813

 
56,292,572

Suresh L. Sani
 
140,590,456

 
4,207,231

 
901,060

 
56,292,570

Robert C. Soldoveri
 
138,752,344

 
6,084,694

 
861,709

 
56,292,569

Jeffrey S. Wilks
 
135,879,079

 
8,961,734

 
857,933

 
56,292,570


Proposal #2 – Approved, on a non-binding basis, the compensation of the Company’s named executive officers as determined by the Compensation and Human Resources Committee.
The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, is as follows:
 
Number of Votes
For
130,701,778

Against
13,282,480

Abstained
1,714,478

Broker Non-Votes
56,292,581


Proposal #3 – Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.

The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, is as follows: 
 
Number of Votes
For
198,621,162

Against
2,359,468

Abstain
1,010,687

Broker Non-Votes
—









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.
 
 
 
 
 
 
 
 
 
 
 
 
Dated: April 21, 2015
 
 
 
VALLEY NATIONAL BANCORP
 
 
 
 
 
By:
 
/s/ Alan D. Eskow
 
 
 
 
Alan D. Eskow
 
 
 
 
Senior Executive Vice President & Chief Financial Officer