Document


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): December 14, 2017
 
 
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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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. o








INFORMATION TO BE INCLUDED IN THE REPORT
 
Item 5.07
Submission of Matters to a Vote of Security Holders.
On December 14, 2017, a Special Meeting of Shareholders of Valley National Bancorp (the “Company”) was held. A total of 183,819,415 of the Company’s outstanding shares of 264,278,722 as of the record date of October 23, 2017, were present or represented by proxy at the meeting. The Company’s shareholders took the following actions:
Proposal #1 – Approved of the issuance of up to 76,334,259 shares of Valley National Bancorp common stock in connection with the merger with USAmeriBancorp, Inc..
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
176,708,040

Against
4,459,220

Abstained
1,011,702

Broker Non-Votes
1,640,453

Proposal #2 – Approved of a proposal to authorize the Board of Directors to adjourn or postpone the special meeting to a later date, if necessary or appropriate, to solicit additional proxies in favor of approval of the issuance of up to 76,334,259 shares of Valley National Bancorp common stock in connection with the merger with USAmeriBancorp, Inc. or to vote on other matters properly before such special meeting.

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
158,148,490

Against
24,283,633

Abstained
1,387,292

Broker Non-Votes
0









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: December 15, 2017
 
VALLEY NATIONAL BANCORP
 
 
By:
/s/ Alan D. Eskow
 
 
 
Alan D. Eskow
 
 
 
Senior Executive Vice President and
 
 
 
Chief Financial Officer
(Principal Financial Officer)