SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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|Item 5.07||Submission 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|
|Mona Aboelnaga Kanaan||157,070,729||1,369,060||13,240,393|
|James J. Landy||156,393,646||2,046,143||13,240,393|
|Patricia M. Nazemetz||152,807,852||5,631,937||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).
3. Approval, on a non-binding, advisory basis, of the compensation of our Named Executive Officers (Say-on-Pay).
4. Ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.
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|
|Chief Financial Officer|