UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 | Submission of Matters to a Vote of Security Holders |
On May 27, 2020, the Company held its 2020 Annual Meeting of Stockholders, at which the Company’s stockholders considered three (3) proposals, each of which is described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on April 15, 2020. There were 194,460,279 outstanding shares entitled to vote and there were 176,248,150 shares present in person or by proxy, representing approximately 90.63% of the shares outstanding and entitled to vote. The voting results are presented below.
1. Election of thirteen (13) Director Nominees for a one (1) year term or until their successors are elected and qualified. The results of the election of directors to serve a one (1) year term ending in 2021 or until their successors are elected and qualified are as follows:
FOR | WITHHELD | BROKER NON-VOTE1 | ||||
John P. Cahill | 157,381,223 | 1,787,706 | 17,079,221 | |||
Navy E. Djonovic | 157,875,507 | 1,293,422 | 17,079,221 | |||
Fernando Ferrer | 153,981,372 | 5,187,557 | 17,079,221 | |||
Robert Giambrone | 157,889,765 | 1,279,164 | 17,079,221 | |||
Mona Aboelnaga Kanaan | 157,906,363 | 1,262,566 | 17,079,221 | |||
Jack Kopnisky | 155,552,336 | 3,616,593 | 17,079,221 | |||
James J. Landy | 155,373,001 | 3,795,928 | 17,079,221 | |||
Maureen Mitchell | 156,979,161 | 2,189,768 | 17,079,221 | |||
Patricia M. Nazemetz | 157,718,943 | 1,449,986 | 17,079,221 | |||
Richard O’Toole | 157,721,364 | 1,447,565 | 17,079,221 | |||
Ralph F. Palleschi | 152,923,858 | 6,245,071 | 17,079,221 | |||
Burt Steinberg | 152,536,832 | 6,632,097 | 17,079,221 | |||
William E. Whiston | 158,067,461 | 1,101,468 | 17,079,221 |
2. Approval, by non-binding vote, of the compensation of our Named Executive Officers (Say-on-Pay).
For | Against | Abstain | Broker Non-Votes1 | |||
151,879,370 | 6,623,936 | 665,623 | 17,079,221 |
3. Ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.
For | Against | Abstain | Broker Non-Votes1 | |||
170,794,257 | 5,339,085 | 114,808 | 0 |
______________________________
1 A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to the item and has not received voting instructions from the beneficial owner of the shares it holds. Broker non-votes are counted when determining whether the necessary quorum of stockholders is present or represented at each annual 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.
STERLING BANCORP | ||
Date: May 28, 2020 | By: | /s/ Luis Massiani |
Luis Massiani | ||
Senior Executive Vice President and | ||
Chief Financial Officer |