(14)
| Includes 4,479 shares of beneficial ownership on November 21, 2017 and Mr. Wineman filed a late Form 4 on October 26, 2018 to report the purchase of common shares of beneficial ownership on September 28, 2018.Equity Compensation Plans
The following table sets forth certain information as of December 31, 2018 concerning our equity compensation plans.
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants or rights(1) | Weighted-average exercise price of outstanding options, warrants or rights(2) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) | Equity compensation plans approved by shareholders | | 132,280 | | $ | 13.73 | | | 4,104,820 | | Equity compensation plans not approved by shareholders | | — | | | — | | | — | | Total | | 132,280 | | $ | 13.73 | | | 4,104,820 | |
| (1) | Consists of 92,625 option awards and 39,655 restricted stock awards issued underthat have vested. |
(15)
| Includes 1,000 shares of common stock of the 2017 Omnibus Equity Incentive Plan.Company that are held by the Lyle M. Wolberg Revocable Living Trust. |
(16)
| (2) | ExcludesMr. Huber holds an option to buy 9,028 shares of common stock of the Company with an expiration date of March 2, 2030, of which 3,009 options have vested; an option to buy 3,894 shares of common stock of the Company with an expiration date of March 1, 2029, of which none have vested; and an option to buy 2,300 shares of common stock of the Company with an expiration date of March 21, 2028, of which 1,150 options have vested. Mr. Huber also holds 3,125 shares of restricted stock awards whichthat have no exercise price.vested and 9,122 shares of restricted stock awards that have not vested, do not carry any voting or dividend rights until vested, but are considered issued and outstanding. |
(17)
| Ms. Kimmel holds an option to buy 3,150 shares of common stock of the Company with an expiration date of March 21, 2028, of which 1,575 options have vested. Ms. Kimmel also holds 4,151 shares of restricted stock awards that have vested and 12,145 shares of restricted stock awards that have not vested, do not carry any voting or dividend rights until vested, but are considered issued and outstanding. |
TABLE OF CONTENTS (18)
| Based on the most recent Form 4 filed by Mr. Lopp. Upon his resignation, Mr. Lopp forfeited all of his respective restricted stock, and his unexercised stock options are no longer outstanding. |
(19)
| Ms. Meredith holds 2,347 shares of restricted stock awards that have vested and 4,695 shares of restricted stock awards that have not vested, do not carry any voting or dividend rights until vested, but are considered issued and outstanding. |
(20)
| Upon his resignation, Mr. Sinatra forfeited all of his respective restricted stock, and his unexercised stock options are no longer outstanding. |
(21)
| The directors and executive officers in the aggregate hold vested options to buy 105,374 shares of common stock of the Company. No additional options are scheduled to vest within sixty (60) days of March 29, 2021. |
TABLE OF CONTENTS SHAREHOLDER PROPOSALS FOR THE 20192022 ANNUAL MEETING
Deadline for Shareholder Proposals to be Considered for Inclusion in the Company’s Proxy Materials A proposal submitted by a shareholder
To be considered for inclusion in the 2020Company’s proxy statement and form of proxy relating to the annual meeting of shareholders to be held in 2022, a shareholder proposal, including a recommendation of a director nominee, must be sent toreceived by the General Counsel and Corporate Secretary of the Company, One Towne Square, Suite 1900, Southfield, Michigan 48076 and must be received by the Company no later than December 7, 201914, 2021, pursuant to the proxy solicitation regulations of the SEC. Nothing in this paragraph shall be eligibledeemed to require the Company to include in its proxy statement and proxy card for inclusionsuch meeting any shareholder proposal that does not meet the requirements of the SEC then in effect. Any such proposal will be subject to 17 C.F.R. § 240.14a-8 of the Company’s proxy materials forrules and regulations promulgated by the 2020 annual meeting of shareholders under Rule 14a-8SEC under the Exchange Act. The proposal must comply with SEC regulations regarding inclusion of shareholder proposals in company-sponsored proxy materials.
Deadline for Shareholder Proposals and Director Nominations to be Brought Before the 20202022 Annual Meeting In order to be considered at any meeting, a shareholder proposal, submitted outside of Rule 14a-8 underincluding for the Exchange Act, other than a nomination of directors, must (i) comply with the requirements in the Company’s Articles of Incorporation and Bylaws as to form and content and (ii) must be received by the Company not less than one hundred twenty (120) days nor more than one hundred eighty (180) days prior to the anniversary date of the immediately preceding annual meeting of shareholders; provided, however, that in the event that the annual meeting is called for a date that is not within twenty (20) days before or after such anniversary date, such notice by the shareholder in order to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting is mailed or transmitted electronically, or public disclosure of the date of the annual meeting is made, whichever first occurs. Shareholder nominations of directorsAll shareholder proposals must comply with theall requirements of Rule 14a-8 promulgated by the Articles of Incorporation and Bylaws summarized aboveSEC under “Boardthe Exchange Act. TABLE OF CONTENTS The Board of Directors and Committees—Nominating Committee.”OTHER MATTERS
The Board is not aware of any matter to be presented for action at the Annual Meeting, other than the matters set forth herein. If any other business should properly come before the meeting, the proxyall properly executed proxies received will be voted regarding the matter in accordance withas directed by the best judgment of the persons authorized in the proxy, and discretionary authority to do so is included in the proxy.
Board. The proxy solicitation is being made by the Company and the cost of soliciting proxies will be borne by the Company. If requested, the Company will reimburse banks, brokerage houses and other custodians, nominees and certain fiduciaries for their reasonable expenses incurred in mailing proxy materials to their principals.beneficial owners of the Company’s common stock. In addition to solicitation by mail, officers and other employees of the Company and its subsidiaries may solicit proxies by telephone, facsimile or in person, without compensation other than their regular compensation. The Company may elect to send a single copy of its annual report2020 Annual Report and this proxy statement to any household at which two or more shareholders reside, unless one of the shareholders at such address notifies the Company that he or she desires to receive individual copies. This “householding” practice reduces the Company’s printing and postage costs. Shareholders may request to discontinue or re-start householding, or to request a separate copy of the 2018 annual report2020 Annual Report or 2019this proxy statement, as follows: Shareholders owning common stock through a bank, broker or other holder of record should contact such record holder directly; and Shareholders of record should contact the Company at (248) 355-2400 or at Shareholder Relations, Sterling Bancorp, Inc., One Towne Square, Suite 1900, Southfield, MI 48076. The Company will promptly deliver such materials upon request. Your cooperation in giving this matter your immediate attention and in voting your proxiesshares by proxy promptly will be appreciated. The Annual Report of the Company for 2018 is included with this proxy statement. Copies of the report will also be available for all shareholders attending the Annual Meeting and can be obtained on the Company’s website at investors.sterlingbank.com.
THE COMPANY’S ANNUAL REPORT ON FORM 10-K TOFILED WITH THE SECURITIES AND EXCHANGE COMMISSION SEC AND THE COMPANY’S 2018 ANNUAL REPORT ISPROXY STATEMENT ARE ALSO AVAILABLE AT WWW.INVESTORS.STERLINGBANK.COMINVESTORS.STERLINGBANK.COM AND WILL BE PROVIDED FREE TO SHAREHOLDERS UPON WRITTEN REQUEST. TO REQUEST A COPY, WRITE TO SHAREHOLDER RELATIONS DEPARTMENT, STERLING BANCORP, INC., ONE TOWNE SQUARE, SUITE 1900, SOUTHFIELD, MICHIGAN 48076.It is important that proxiesyour proxy be submitted promptly in order to ensure your representation at the Annual Meeting. You may vote your shares electronically via the Internet, by using the telephone, or if you prefer the paper copy, you may submit your proxy via the Internet, by the telephone or you may vote your shares by completing, signing and dating the proxy card as promptly as possible and returning it in the enclosed accompanying envelope (to which no postage need be affixed if mailed in the United States). Please refer to the section entitled “Voting“Voting via the Internet, Telephone or by Mail” on page 21 for a description of voting methods. If your shares are held by a bank, brokerage firm or other nominee that holds shares on your behalf and you have not given that nominee instructions to do so, your nominee will generally NOT be ableon how to vote your shares, your nominee may be prohibited from voting uninstructed shares on a discretionary basis for Proposal Nos. 1, 2 and 3 at the Annual Meeting. We strongly encourage you to vote. vote or, if applicable, provide your nominee with instructions on how to vote your shares.LOCATION OF STERLING BANCORP 20182021
ANNUAL MEETING OF SHAREHOLDERS Thursday, May 23, 2019,27, 2021, at 1:00 p.m. , Eastern TimeOne Towne Square, Suite 1900Southfield, Michigan 48076Beneficial owners of common stock held in street name by a broker, bank, trust or other nominee may need proof of ownership to be admitted to the meeting. A brokerage or holding statement or letter from the broker, bank, trust or other nominee are examples of proof of ownership.
www.virtualshareholdermeeting.com/SBT2021 |