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Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 26, 2021




Sterling Bancorp

(Exact name of registrant as specified in its charter)




Delaware   001-35385   80-0091851

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification Number)

Two Blue Hill Plaza, Second Floor, Pearl River, New York   10965
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (845) 369-8040


Not Applicable

(Former name or former address, if changed since last report.)




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:


¨ 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))


Securities Registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share STL New York Stock Exchange
Depositary Shares, each representing 1/40th interest in a share of 6.50% Non-cumulative Perpetual Preferred Stock, Series A STLPRA New York Stock Exchange


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 ¨


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. ¨







Item 5.07Submission of Matters to a Vote of Security Holders


On May 26, 2021, the Company held its 2021 Annual Meeting of Stockholders, at which the Company’s stockholders considered four (4) proposals, each of which is described in more detail in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 14, 2021, as supplemented by the additional proxy soliciting materials filed on April 16, 2021. There were 192,567,485 outstanding shares entitled to vote and there were 171,680,182 shares present in person or by proxy, representing approximately 89.15% of the shares outstanding and entitled to vote. The voting results are presented below.


1.              Election of twelve (12) 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 2022 or until their successors are elected and qualified are as follows:


John P. Cahill 154,986,532 3,453,257 13,240,393
Navy E. Djonovic 156,278,368 2,161,421 13,240,393
Fernando Ferrer 153,699,858 4,739,931 13,240,393
Robert Giambrone 157,114,851 1,324,938 13,240,393
Mona Aboelnaga Kanaan 157,070,729 1,369,060 13,240,393
Jack Kopnisky 156,148,641 2,291,148 13,240,393
James J. Landy 156,393,646 2,046,143 13,240,393
Maureen Mitchell 155,913,741 2,526,048 13,240,393
Patricia M. Nazemetz 152,807,852 5,631,937 13,240,393
Richard O’Toole 155,008,302 3,431,487 13,240,393
Ralph F. Palleschi 151,859,979 6,579,810 13,240,393
William E. Whiston 157,145,687 1,294,102 13,240,393


2.              Approval of Amendment to the Sterling Bancorp Amended and Restated 2015 Omnibus Equity and Incentive Plan to increase the number of shares reserved for issuance thereunder by 3,500,000 shares (for an aggregate of 10,500,000 shares).


For Against Abstain Broker Non-Votes1
150,934,670 7,389,212 115,907 13,240,393





3.             Approval, on a non-binding, advisory basis, of the compensation of our Named Executive Officers (Say-on-Pay).


For Against Abstain Broker Non-Votes1
60,662,387 97,414,278 363,124 13,240,393


4.              Ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.


For Against Abstain Broker Non-Votes1
167,628,058 3,753,789 298,335 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.







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.


Date: May 28, 2021 By: /s/ Beatrice Ordonez
    Beatrice Ordonez
    Chief Financial Officer