2014 04 09 8-K Voting Results


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 9, 2014
 
 
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 9, 2014, the Annual Meeting of Shareholders of Valley National Bancorp (the “Company”) was held. A total of 173,676,514 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 17 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
111,705,122

 
4,312,679

 
1,070,202

 
56,588,511

Peter J. Baum
110,381,537

 
3,026,975

 
1,134,070

 
59,133,932

Pamela R. Bronander
110,034,244

 
3,420,996

 
1,087,341

 
59,133,933

Peter Crocitto
109,500,724

 
3,687,598

 
1,354,257

 
59,133,935

Eric P. Edelstein
106,697,103

 
6,401,425

 
1,444,053

 
59,133,933

Alan D. Eskow
107,331,042

 
6,241,013

 
970,526

 
59,133,933

Mary J. Steele Guilfoile
107,120,755

 
6,464,224

 
957,551

 
59,133,984

Graham O. Jones
106,575,539

 
6,740,522

 
1,226,468

 
59,133,985

Walter H. Jones, III
106,536,233

 
6,774,949

 
1,231,396

 
59,133,936

Gerald Korde
109,310,704

 
4,212,320

 
1,019,557

 
59,133,933

Michael L. LaRusso
109,900,585

 
3,702,165

 
939,832

 
59,133,932

Marc J. Lenner
110,084,012

 
3,501,251

 
957,318

 
59,133,933

Gerald H. Lipkin
109,304,573

 
4,210,264

 
1,027,740

 
59,133,937

Barnett Rukin
109,762,514

 
3,823,487

 
956,581

 
59,133,932

Suresh L. Sani
108,973,855

 
4,181,269

 
1,387,459

 
59,133,931

Robert C. Soldoveri
106,243,569

 
6,924,585

 
1,374,430

 
59,133,930

Jeffrey S. Wilks
105,820,298

 
7,123,000

 
1,599,285

 
59,133,930

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
76,951,385

Against
31,436,354

Abstained
5,979,486

Broker Non-Votes
59,133,939


Proposal #3 – Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014.
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
168,656,139

Against
2,778,347

Abstain
2,242,029

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 9, 2014
 
 
 
VALLEY NATIONAL BANCORP
 
 
 
 
 
By:
 
/s/ Alan D. Eskow
 
 
 
 
Alan D. Eskow
 
 
 
 
Senior Executive Vice President & Chief Financial Officer