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): April 28, 2016
 
 
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 5.02(e)
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
On April 28, 2016, the shareholders of Valley National Bancorp (the “Company”) approved the Valley National Bancorp 2016 Long-Term Stock Incentive Plan (the “2016 Plan”). The Board of Directors of the Company approved the 2016 Plan on January 29, 2016, subject to the approval of the shareholders. The 2016 Plan provides that the Company may grant incentive restricted stock awards, restricted stock unit awards, stock options, nonqualified stock options and stock appreciation rights to its officers and employees. The 2016 Plan further provides that the Company may grant restricted stock awards and restricted stock unit awards to non-employee members of the Board of Directors.

A detailed summary of the 2016 Plan is set forth in the Company’s proxy statement on Schedule 14A for the Annual Meeting of Shareholders, as filed with the Securities and Exchange Commission on March 18, 2016 (the “Proxy Statement”). The foregoing description does not purport to be complete and is qualified in its entirety by reference to such summary and the full text of the 2016 Plan, both of which are incorporated herein by reference. A copy of the 2016 Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07
Submission of Matters to a Vote of Security Holders.
    
As described in Item 5.02(e) above, the Company held its Annual Meeting of Shareholders on April 28, 2016. On the record date of February 29, 2016, there were 254,181,037 of the Company’s shares of common stock outstanding. A total of 212,315,919 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 13 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
 
137,685,681

 
12,801,703

 
1,164,437

 
60,664,098

Peter J. Baum
 
147,771,691

 
2,302,548

 
1,577,584

 
60,664,096

Pamela R. Bronander
 
138,745,173

 
11,745,698

 
1,160,950

 
60,664,098

Eric P. Edelstein
 
146,196,578

 
4,208,455

 
1,246,790

 
60,664,096

Mary J. Steele Guilfoile
 
135,187,132

 
15,410,071

 
1,054,619

 
60,664,097

Graham O. Jones
 
133,787,280

 
16,802,341

 
1,062,203

 
60,664,095

Gerald Korde
 
137,627,040

 
12,985,061

 
1,039,721

 
60,664,097

Michael L. LaRusso
 
146,859,440

 
3,560,500

 
1,231,881

 
60,664,098

Marc J. Lenner
 
137,973,836

 
12,370,334

 
1,307,651

 
60,664,098

Gerald H. Lipkin
 
145,269,043

 
5,063,776

 
1,319,002

 
60,664,098

Barnett Rukin
 
138,798,404

 
11,681,538

 
1,171,881

 
60,664,096

Suresh L. Sani
 
146,018,560

 
4,156,149

 
1,477,112

 
60,664,098

Jeffrey S. Wilks
 
138,338,311

 
11,822,922

 
1,490,587

 
60,664,099







Proposal #2Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions, is as follows: 
 
Number of Votes
For
208,543,102

Against
2,836,408

Abstain
936,409


Proposal #3 - 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
140,678,426

Against
8,837,582

Abstained
2,135,808

Broker Non-Votes
60,664,103


Proposal #4 - As described in Item 5.02(e) above, the Company’s shareholders approved the 2016 Plan.

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
141,479,444

Against
7,676,500

Abstain
2,495,875

Broker Non-Votes
60,664,100


Proposal #5 - Shareholders did not approve the shareholder proposal regarding adoption of a policy to require the Chairman of the Board of Directors to be an independent member of the Board of Directors.

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
41,846,337

Against
98,730,757

Abstain
11,078,714

Broker Non-Votes
60,660,111









Item 9.01
Financial Statements and Exhibits.
(a)
Exhibits
10.1
Valley National Bancorp 2016 Long-Term Stock Incentive Plan.
10.2
Form of Valley National Bancorp Agreement for Performance-Based Restricted Stock Unit Award under the Valley National Bancorp 2016 Long-Term Stock Incentive Plan.









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:  May 2, 2016
 
 
VALLEY NATIONAL BANCORP
 
 
 
 
 
 
 
By:
 
/s/ Alan D. Eskow
 
 
 
 
Alan D. Eskow
 
 
 
 
Senior Executive Vice President & Chief Financial Officer
 






EXHIBIT INDEX

Exhibit No.
Title
10.1
Valley National Bancorp 2016 Long-Term Stock Incentive Plan.
10.2
Form of Valley National Bancorp Agreement for Performance-Based Restricted Stock Unit Award under the Valley National Bancorp 2016 Long-Term Stock Incentive Plan.