UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 1, 2022, virtually via webcast, pursuant to notice duly given. |
| (b) | At the close of business on April 5, 2022, the record date for the determination of shareholders entitled to vote at the Meeting, there were 467,024,144 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 388,777,491 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 | |||||||||
| Marshall J. Lux |
278,655,820 | 5,464,014 | 1,543,498 | |||||||||
| Ronald A. Rosenfeld |
247,309,681 | 36,157,406 | 2,196,245 | |||||||||
| Lawrence J. Savarese |
263,674,746 | 20,582,139 | 1,406,447 | |||||||||
There were 103,114,159 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, 2022 was ratified by the following vote: |
| Shares Voted For |
Shares Votes Against |
Abstentions | ||
| 377,993,928 | 9,217,173 | 1,566,389 |
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 the Company’s Named Executive Officers were as follows: |
| Shares Voted For |
Shares Voted Against |
Abstentions | ||
| 259,700,087 | 22,787,977 | 3,175,268 |
There were 103,114,159 broker non-votes on this proposal.
| 4. | The results of the vote to amend the Amended and Restated Certificate of Incorporation of the Company in order to provide for shareholder action by written consent were as follows: |
| Shares Voted For |
Shares Voted Against |
Abstentions | ||
| 278,159,357 | 5,349,841 | 2,154,134 |
There were 103,114,159 broker non-votes on this proposal.
Proposal 4 required the affirmative vote of at least 80% of the Company’s shares outstanding as of the record date. Proposal 4 did not receive the requisite shareholder vote to be approved.
| 5. | The results of the vote to consider a shareholder proposal requesting Board action to eliminate the classified Board by approving amendments to the Amended and Restated Certificate of Incorporation of the Company were as follows: |
| Shares Voted For |
Shares Voted Against |
Abstentions | ||
| 225,672,675 | 16,781,955 | 43,208,690 |
There were 103,114,171 broker non-votes on this proposal.
With regard to the results of Proposal 5, the Board of Directors of the Company will consider the outcome of the vote at a forthcoming meeting.
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 3, 2022 | NEW YORK COMMUNITY BANCORP, INC. | |||||
| /s/ Salvatore J. DiMartino | ||||||
| Salvatore J. DiMartino | ||||||
| Executive Vice President | ||||||
| Chief of Staff to the CEO | ||||||