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New York Community Bancorp Board Recommends Shareholders Vote For Proposal To Effect Reverse Stock Split By A Ratio Of 1-3, With Action To Be Effected At Such Time And Date As Determined By The Board, Within One Year After The Conclusion Of The 2024 Annual Meeting

Author: Benzinga Newsdesk | April 25, 2024 09:18am
     
PROPOSAL RECOMMENDATION
OF THE BOARD:
   

Proposal 1

The election of three directors to three-year terms.

   FOR ALL
   

Proposal 2

Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2024.

   FOR
   

Proposal 3

Approval, on a non-binding advisory basis, of the Company's Named Executive Officer compensation.

 

 

 

 FOR
   

Proposal 4

A proposal to amend 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") from 900,000,000 to 2,000,000,000.

   FOR
   

Proposal 5

A proposal to amend the COI to effect a reverse stock split of the Common Stock by a ratio of 1-3, with such action to be effected at such time and date as determined by the Board of Directors of the Company within one year after the conclusion of the 2024 Annual Meeting of Shareholders of the Company, and a corresponding reduction in the total number of shares of Common Stock that the Company is authorized to issue under the COI.

   FOR
   

Proposal 6

A proposal to waive the 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 by Reverence 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.

 

 

 

 FOR
   

Proposal 7

A proposal to approve the issuance of shares of Common Stock in connection with the March 2024 capital raise pursuant to New York Stock Exchange ("NYSE") listing rules.

 

 

 

 FOR
   

Proposal 8

A proposal to amend the New York Community Bancorp, Inc. 2020 Omnibus Incentive Plan.

    
   

Proposal 9

A proposal to amend the COI and Bylaws of the Company to eliminate the supermajority voting requirements

 

 

 

 FOR
   

Proposal 10

A shareholder proposal on Simple Majority Vote.

 

 

 

 AGAINST
   

Proposal 11

An adjournment proposal, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve Proposals 4, 6 and 7.

 

 

 

 FOR


 

Posted In: NYCB

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