NEW YORK COMMUNITY BANCORP, INC. ANNOUNCES PRELIMINARY RESULTS OF ANNUAL SHAREHOLDERS MEETING
KEY PROPOSALS PASS WITH STRONG MAJORITY
-
Milton Berlinski , Co-founder and Managing Partner ofReverence Capital -
Alan Frank , Retired audit partner fromDeloitte & Touche - Jennifer R. Whip, Principal with Cambridge One
Preliminary results also indicated that the Company's shareholders ratified and/or approved the following:
- The appointment of
KPMG, LLP as the Company's independent external audit firm for 2024. - By a non-binding advisory vote, the Company's executive compensation.
- The amendment to the Amended and Restated Certificate of Incorporation of the Company (the "COI") to increase (a) the total number of shares of stock of all classes that the Company has authority to issue from 905,000,000 to 2,005,000,000 and (b) the number of authorized shares of common stock, par value
$0.01 per share, of the Company ("Common Stock") that the Company has authority to issue from 900,000,000 to 2,000,000,000. - The amendment to the COI to effect a reverse stock split of the Common Stock by a ratio of 1-3, and a corresponding reduction in the total number of shares of Common Stock that the Company is authorized to issue under the COI.
- The waiver of application of Article Fourth, Section C, Clauses 1 and 4 of the COI with respect to affiliates of funds managed by Liberty 77
Capital L.P. (the "Liberty Investors ") and affiliates of funds managed byReverence Capital Partners, L.P. (the "Reverence Investors "), but not any other shareholders of the Company, which provision prohibits any person who beneficially owns, directly or indirectly, more than 10% of the then-outstanding shares of Common Stock from voting any such shares in excess of such 10% threshold. - The issuance of shares of Common Stock in connection with the
March 2024 capital raise. - The Company's 2020 Omnibus Incentive Plan.
"I am pleased with the preliminary results from our annual meeting today which indicate overwhelming shareholder support for the key proposals presented for a vote, as each was approved by a strong majority" commented
The Company expects to file a Form 8-K with final voting results within four business days.
About
Cautionary Note Regarding Forward-Looking Statements
The foregoing disclosures may include forward‐looking statements within the meaning of the federal securities laws by the Company pertaining to such matters as our goals, intentions, and expectations regarding (a) revenues, earnings, loan production, asset quality, liquidity position, capital levels, risk analysis, divestitures, acquisitions, and other material transactions, among other matters; (b) the ability of the Bank to complete the proposed transaction in a timely manner, or at all; (c) the future costs and benefits of the actions we may take; (d) our assessments of credit risk and probable losses on loans and associated allowances and reserves; (e) our assessments of interest rate and other market risks; (f) our ability to execute on our strategic plan, including the sufficiency of our internal resources, procedures and systems; (g) our ability to attract and retain key personnel; (h) our ability to achieve our financial and other strategic goals, including those related to our merger with
Forward‐looking statements are typically identified by such words as "believe," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "should," and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. Additionally, forward‐looking statements speak only as of the date they are made; the Company does not assume any duty, and does not undertake, to update our forward‐looking statements. Furthermore, because forward‐looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those anticipated in our statements, and our future performance could differ materially from our historical results.
Our forward‐looking statements are subject to, among others, the following principal risks and uncertainties: general economic conditions and trends, either nationally or locally; conditions in the securities, credit and financial markets; changes in interest rates; the inability of the Bank and JPMC to execute the definitive documentation contemplated by the commitment letter or satisfy customary closing conditions; changes in deposit flows, and in the demand for deposit, loan, and investment products and other financial services; changes in real estate values; changes in the quality or composition of our loan or investment portfolios, including associated allowances and reserves; changes in future allowance for credit losses requirements under relevant accounting and regulatory requirements; the ability to pay future dividends; changes in our capital management and balance sheet strategies and our ability to successfully implement such strategies; changes in our strategic plan, including changes in our internal resources, procedures and systems, and our ability to successfully implement such plan; changes in competitive pressures among financial institutions or from non‐financial institutions; changes in legislation, regulations, and policies; the success of our blockchain and fintech activities, investments and strategic partnerships; the restructuring of our mortgage business; the impact of failures or disruptions in or breaches of the Company's operational or security systems, data or infrastructure, or those of third parties, including as a result of cyberattacks or campaigns; the impact of natural disasters, extreme weather events, military conflict (including the
More information regarding some of these factors is provided in the Risk Factors section of our Annual Report on Form 10‐K/A for the year ended
Investor Contact:
Salvatore J. DiMartino
(516) 683-4286
Media Contact:
(248) 312-5872
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