FORM 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 13, 2011

 

 

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 13, 2011, the Annual Meeting of Shareholders of Valley National Bancorp (the “Company”) was held. A total of 161,589,341 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 15 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” and “Withheld”. There were no abstentions and broker non-votes with respect to the election of directors.

 

     Number of Votes  

Name

   For      Withheld  

Andrew B. Abramson

     94,555,051         3,280,385   

Pamela R. Bronander

     95,016,024         2,819,412   

Eric P. Edelstein

     95,257,239         2,578,197   

Mary J. Steele Guilfoile

     85,186,666         12,648,770   

Graham O. Jones

     94,850,176         2,985,261   

Walter H. Jones, III

     94,818,955         3,016,481   

Gerald Korde

     94,609,352         3,226,084   

Michael L. LaRusso

     95,233,754         2,601,682   

Marc J. Lenner

     95,795,001         2,040,435   

Gerald H. Lipkin

     94,263,876         3,571,560   

Robinson Markel

     62,126,107         35,709,329   

Richard S. Miller

     68,376,588         29,458,848   

Barnett Rukin

     93,696,393         4,139,044   

Suresh L. Sani

     95,898,446         1,936,990   

Robert C. Soldoveri

     95,509,739         2,325,697   

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

     87,489,368   

Against

     7,127,027   

Abstained

     3,219,033   

Broker Non-Votes

     35,316,619   

Proposal #3 – Voted, on a non-binding basis, in favor of holding an advisory vote on executive compensation once every year.

The number of shares voted for “One Year,” “Two Years” and “Three Years,” as well as the number of abstentions and broker non-votes, is as follows:


     Number of
Votes
 

One year

     47,767,934   

Two years

     5,336,698   

Three years

     40,722,839   

Abstain

     2,548,797   

Broker Non-Votes

     36,775,780   

Based on these voting results, the Board of Directors has determined that the Company will hold an advisory vote on executive compensation once every year until the next required vote on the frequency of such votes. Accordingly, the next shareholder advisory vote on executive compensation will be held at the Company’s 2012 Annual Meeting of Shareholders.

Proposal #4 – Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.

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

     131,008,499   

Against

     1,165,998   

Abstained

     938,269   

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 19, 2011     VALLEY NATIONAL BANCORP
   

By:

 

/s/ Alan D. Eskow

     

Alan D. Eskow

      Senior Executive Vice President and Chief Financial Officer