UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the registrant Registrant ☒
Filed by a partyParty other than the registrant Registrant ☐
Check the appropriate box:
☒ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule | |||||
|
☐ | Definitive |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to §240.14a-12 |
New York Community Bancorp, Inc.
(Name of Registrant as specified in itsSpecified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing feeFiling Fee (Check the appropriate box):
☒ | No fee required. | |||
☐ | Fee computed on table below per Exchange Act |
| Title of each class of securities to which transaction applies: |
| Aggregate number of securities to which |
| Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 |
| Proposed maximum aggregate value of transaction: |
| Total fee paid: | |||
☐ | Fee paid previously with preliminary materials. | |||
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the | |||
| ||||
| ||||
| ||||
| ||||
1) | Amount Previously Paid: |
2) | Form, Schedule or Registration Statement No.: |
3) | Filing Party: |
4) | Date Filed: |
Proxy Statement & Notice of Annual
Meeting of ShareholdersExplanatory Note
10:00 a.m. June 4, 2019
Sheraton LaGuardia East Hotel, Flushing, New York
The sole purpose of filing this revised preliminary proxy statement, which was originally filed on April 14, 2020 (the “Original Filing”), is to correct formatting issues that, for technical reasons, caused certain information in the Original Filing to not display properly, particularly with respect to the information contained in the table headings of “Selected 2019 Financial Benchmarks” found on page 27 of the Original Filing.
Except as described above, this revised preliminary proxy statement does not modify or update in any way the disclosures contained in the Original Filing.
2020 |
Proxy Statement & Notice of Annual Meeting of Shareholders |
10:00 a.m. June 3, 2020 |
April 25, 201924, 2020
Fellow Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of New York Community Bancorp, Inc., the holding company for New York Community Bank. The safety of our stockholders is important to us, and given the current guidance by public health officials surrounding COVID-19 and group gatherings, the Annual Meeting will be helda “virtual meeting” conducted exclusively via live webcast on Tuesday,Wednesday, June 4, 20193, 2020, at 10:00 a.m., Eastern Daylight Time, atTime. You will be able to attend the Sheraton LaGuardia East Hotel,135-20 39th Avenue, in Flushing, New York.Annual Meeting, vote, and submit questions by visiting www.virtualshareholdermeeting.com/NYCB2020.
The attached Notice and Proxy Statement describe the formal business to be transacted at the Annual Meeting. Directors and officers of New York Community Bancorp, Inc., as well as representatives of KPMG LLP, the Company’s independent registered public accounting firm, will be present to respond to any questions you may have.
On April 25, 2019,24, 2020, under rules established by the Securities and Exchange Commission, we sent the majority of those shareholders who are eligible to vote at the Annual Meeting a notice that explains how to access their proxy materials and our 20182019 Annual Report online, rather than receive them in traditional printed form. The notice also explains the simple steps our eligible shareholders can follow in order to vote their shares online. If you are among the shareholders who received the notice explaining this process and would prefer to receive your proxy materials in the traditional hard copy format, the notice also explains how to arrange to have the printed materials sent to you in the mail. If you are among those who received their proxy materials in printed form, rather than the notice, you may still access these materials and vote your shares online by going to the following website: www.proxyvote.com and following the prompts.
To cast your vote, please sign, date, and return the enclosed proxy card promptly, or vote online or by telephone as instructed on the proxy card. As the holders of a majority of the common stock entitled to vote must be represented, either in person or by proxy, to constitute a quorum at the meeting, we would appreciate your timely response.
To
In light of on-going developments related to coronavirus (COVID-19) and after careful consideration, the Board of Directors determined to hold a virtual annual meeting in order to facilitate shareholder attendance and participation by enabling shareholders to participate from any location and at no cost. We believe this is the right choice for the Company at this time, as it enables engagement with our shareholders, regardless of size, resources, or physical location while safeguarding the health of our shareholders, Board, management, and other partners. We are committed to ensuring that shareholders will be admittedafforded the same rights and opportunities to the Annual Meeting of Shareholders, a shareholder must present both an admission ticket and photo identification. Procedures for shareholder admission to the meeting are describedparticipate in the informational section of this Proxy Statement on page 4 and also on page 71, where you also will find information about how you can expedite the delivery of future proxy solicitation materials and help reduce our preparation and distribution costs through online delivery.annual meeting as they would at an in-person meeting.
On behalf of the Board of Directors, officers, and employees of New York Community Bancorp, Inc. we thank you for your continued interest and support.
Sincerely,
Dominick Ciampa | ||||||
Chairman of the Board | Joseph R. Ficalora President and Chief Executive Officer |
Meeting notice | ||
NOTICE OF 20192020 ANNUAL MEETING OF SHAREHOLDERS
OF NEW YORK COMMUNITY BANCORP, INC.
DATE AND TIME: | Wednesday, June | |
PLACE: |
| |
ITEMS OF BUSINESS: | 1)The election of four directors to three-year terms; | |
2)The ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, | ||
3)Approval, on anon-binding advisory basis, of New York Community Bancorp, Inc.’s Named Executive Officer compensation; | ||
4)A proposal to amend the Amended and Restated Certificate of Incorporation and Bylaws of the Company in order to eliminate the supermajority voting require | ||
5)Approval of the New York Community Bancorp, Inc. 2020 Omnibus Incentive Plan | ||
6)To consider a shareholder proposal requesting Board action to eliminate the classified Board by amending the Amended and Restated Certificate of Incorporation of the Company as described in the accompanying Proxy Statement, if properly presented at the meeting; | ||
| ||
| ||
| ||
WHO CAN VOTE: | You are entitled to vote if you were a shareholder of record at the close of business on Tuesday, April | |
7, 2020. | ||
VOTING: | We urge you to participate in the meeting, either by attending and voting in person or by voting as promptly as possible by telephone, through the Internet, or by mailing your completed proxy card (or voting instruction form, if you hold your shares through a broker, bank, or other nominee). Each share is entitled to one vote on each matter to be voted upon at the annual meeting. Your vote is important and we urge you to exercise your right to cast it. | |
MEETING ADMISSION: | To be admitted to | |
meeting. | ||
| A copy of our | |
DATE OF DISTRIBUTION: | This Notice, the Proxy Statement, and the proxy card are first being made available or mailed to shareholders on or about April |
By Order of the Board of Directors, | |
| |
R. Patrick Quinn | |
Executive Vice President, | |
Chief Corporate Governance Officer, and Corporate Secretary Westbury, New York |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 4, 20193, 2020
The Company’s Notice of Annual Meeting, Proxy Statement, and 20182019 Annual Report to Shareholders are available, free of charge, at www.proxyvote.com.www.proxyvote.com.
PROXY summary |
PROXY SUMMARY
This summary highlights selected information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting. For more complete information regarding our 20182019 performance, please review our 20182019 Annual Report on Form10-K, which accompanies this document.
VOTING MATTERS:
VOTING MATTERS:
Voting Matters: | Recommendation of the Board: | ||||
|
|
| |||
Proposal 1 | The election of four directors to three-year terms. | FOR ALL | |||
Proposal 2 | Ratification of the appointment of KPMG, LLP as our independent registered public accounting firm for | FOR | |||
Proposal 3 | Approval, on anon-binding advisory basis, of New York Community Bancorp, Inc.’s Named Executive Officer compensation. | FOR | |||
Proposal 4 | A proposal to amend the Amended and Restated Certificate of Incorporation and Bylaws of the Company to eliminate the supermajority voting requirements. | FOR | |||
Proposal 5 | Approval of the New York Community Bancorp, Inc. 2020 Omnibus Incentive Program. | FOR | |||
Proposal 6 | A shareholder proposal requesting Board action to eliminate the classified Board by amending the Amended and Restated Certificate of Incorporation, as described in the accompanying Proxy Statement, if properly presented at the | AGAINST | |||
Proposal | A shareholder proposal requesting Director Age and Term Limits as described in the accompanying Proxy Statement, if properly presented at the | AGAINST | |||
|
HIGHLIGHTS:
HIGHLIGHTS:
Company Profile: | ||
| ||
New York Community Bancorp, Inc. is the largest thrift holding company in the nation and one of the leading thrift depositories in most of the markets we serve. Our roots go back to 1859, when we were chartered by the State of New York in Queens, a borough of New York City. Since then, we have grown from a single branch in Flushing to
Based in Westbury, NY, New York Community Bancorp, Inc. is a leading producer of multi-family loans onnon-luxury, rent-regulated apartment buildings in New York City, and the parent of New York Community Bank. At December 31, |
| |
•We originate multi-family loans onnon-luxury apartment buildings in New York City that are subject to rent regulation and feature below-market rents. | ||
•We underwrite our loans in accordance with conservative credit standards in order to maintain a high level of asset quality. | ||
•We grow through accretive acquisitions of other financial institutions, branches, and/or deposits. | ||
•We originate asset-based loans, dealer floor-plan loans, and equipment loans and leases through the Community Bank’s specialty finance subsidiary, NYCB Specialty Finance LLC. | ||
•We |
Page i
PROXY summary |
| |
•In |
•We paid our shareholders an annual dividend of $0.68 per common share, which translates into total cash dividends of |
•During |
•Over the course of our public life, we have produced multi-family loans totaling |
•Likewise, we have produced commercial real estate loans totaling |
•From 1993 through the end of |
•From 1993 through |
•Over the course of our public life, we have expanded our balance sheet by $35.3 billion through |
•Reflecting our profitability – and our capital position – we have distributed |
Executive Compensation Highlights: |
|
The following provides an overview of |
•The |
•Our executive incentive compensation program is designed to encourage our executives to deliver superior financial results and strong shareholder returns, both on an annual basis and over the long-term. Fiscal year 2019 was the first year in which the Compensation Committee |
|
The 2019 program was consistent with the revised |
oA short term cash incentive plan that measured Company performance based on one absolute metric (budgeted pre-tax operating earnings) with a 50% weighting and two metrics (efficiency ratio and return on average tangible assets) weighted 25% each that consider Company results relative to a designated peer group. As reflected in the Executive Compensation Table on pg.42, the new program resulted in a payout of 106.44% of target paid in 2020. The payout reflected an adjustment authorized by the plan based on the Company’s relative one-year total shareholder return ranking at the 90th percentile of the peer group. |
oA long-term equity incentive plan with two components: (i) an award of time-based vested restricted stock and (ii) a three-year (2019-2021) performance-based equity award with payouts based on the Company’s performance with respect to two metrics (earnings per share growth and return on average tangible common equity) relative to an industry index group |
• |
|
this Proxy Statement. |
Page ii
PROXY summary | ||
We are committed to maintaining the highest standards of corporate governance. Strong corporate governance practices help us achieve our performance goals and maintain the trust and confidence of our shareholders and other constituents. Highlights of our governance standards and policies include: |
•Our Board of Directors is comprised of individuals possessing a well-rounded variety of skills, knowledge, experience and perspectives and who have unique experience and perspectives on our business. |
•82% of our Board members satisfy New York Stock Exchange independence standards, and each of the Compensation, Audit, and Nominating and Corporate Governance Committees are comprised wholly of independent directors. |
•Our Board Chairman and our Presiding Director are independent directors, and our Presiding Director has significant governance responsibilities. |
•OurBy-laws provide for “proxy access,” allowing eligible shareholders to include their own nominees for director in the Company’s proxy materials. |
• |
|
•Our Board Risk Assessment Committee, which meets the requirements for U.S. Bank Holding Companies under the Dodd-Frank Act’s Enhanced Prudential Standards, meets at least on a monthly basis and oversees a robust and exacting enterprise risk management program. |
|
Page iii
INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ||
Information About Our Annual Meeting and Solicitation of Proxies
Why am I being provided this proxy statement?
This proxy statement summarizes information you need to know in order to vote at the 2020 Annual Meeting of Shareholders. The 2020 Annual Meeting of Shareholders toof New York Community Bancorp, Inc. (the “Company”) will be helda virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/NYCB2020 on Tuesday, June 4, 2019, and at any adjournments thereof, at the Sheraton LaGuardia East Hotel located at135-20 39th Avenue, in Flushing, New York3, 2020 at 10:00 a.m., Eastern Daylight Time (the “Annual Meeting”). TheThis proxy statement is being sent to you because the Board of Directors (the “Board of Directors” or “Board”) of New York Community Bancorp, Inc. (the “Company”)the Company is soliciting your proxy to vote your shares of common stock of the Company (the “Common Stock”) at the Annual Meeting. On or about April 25, 2019,24, 2020, the proxy statement and proxy materials, or a notice advising how to access these documents online, will be sent to shareholders of record as of April 9, 2019.7, 2020. The 20182019 Annual Report to Shareholders, which includes the Annual Report on Form10-K featuring the Company’s consolidated financial statements for the fiscal year ended December 31, 20182019 accompanies this proxy statement.
What is a proxy?
A proxy is your designation of another person to vote stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. When you designate a proxy, you also may direct the proxy how to vote your shares. One or more of the Company’s directors will serve as the designated proxy to cast the votes submitted by the Company’s shareholders at the Annual Meeting.
What is a proxy statement?
It is a document that the Company is required to give you, or provide you with access to, in accordance with regulations of the Securities and Exchange Commission (the “SEC”), when asking you to designate proxies to vote your shares of the Common Stock at a meeting of shareholders. The proxy statement includes information regarding the matters to be acted upon at the meeting and certain other information required by regulations of the SEC and the rules of the New York Stock Exchange (the “NYSE”).
On what matters are the shareholders of record voting?
The shareholders of record will vote on the following proposals:
Proposal 1: Election of Directors. In Proposal 1, four director nominees have been recommended for election to the Board of Directors by the Nominating and Corporate Governance Committee of the Board.Directors are elected by a majority of the votes cast, meaning that the number of votes cast “FOR” a nominee must exceed the number of votes cast “AGAINST” that nominee, with brokernon-votes and abstentions not counted as a vote cast either “FOR” or “AGAINST” that nominee. Shares not voted will have no impact on the election of directors. A properly executed proxy marked “FOR ALL” of the four nominees for director will be voted for each of the nominees, unless you mark the proxy card, or select the corresponding option in the electronic form, “WITHHOLD ALL” or “FOR ALL EXCEPT.” Marking the proxy card, or selecting the corresponding option in the electronic form, “WITHHOLD ALL” will withhold your vote as to all nominees for director. Marking the proxy card, or selecting the corresponding option in the electronic form, “FOR ALL EXCEPT” will direct that your shares be voted for all nominees except that your shares will be withheld as to any nominees you may specify.
Proposal 2: Ratification of Auditors. The affirmative vote of a majority of votes cast at the Annual Meeting is required to approve Proposal 2, a proposal to ratify the reappointment of KPMG LLP as the Company’sCompany's independent registered public accounting firm for 2019.2020. In connection with such proposal, shares as to which the “ABSTAIN” box has been selected on the proxy card, or selected in the corresponding option in the electronic form, and shares underlying brokernon-votes or in excess of the Limit (as described below) will not be counted as votes cast, and will have no effect on the vote on the matter presented.
Proposal 3: Approval, on anon-binding advisory basis, of the Company’s Named Executive Officer Compensation. As to the advisory approval of the 20182019 Named Executive Officer compensation, the proxy card being provided by the Board of Directors enables a shareholder to check the appropriate box on the card, or select the corresponding option in the electronic form, to (i) vote “FOR” the proposal, (ii) vote “AGAINST” the proposal, or (iii) “ABSTAIN” from voting on the proposal. To approve Proposal 3, the affirmative vote of a majority of the votes cast at the Annual Meeting is required. In connection with such proposal, shares as to which the “ABSTAIN” box has been selected on the proxy card, or selected in the corresponding option in the electronic form, and shares underlying brokernon-votes or in excess of the Limit (as described below) will not be counted as votes cast, and will have no effect on the vote on the matter presented.Your vote on Proposal 3 is an advisory vote, which means that the Company and the Board of Directors are not required to take any action based on the outcome of the vote.
Proposal 4: A shareholder proposal, as described herein, if properly presented at the meeting, regarding adopting of a policy on providing equity award compensation to Senior Executives of the Company.
Page 1
INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ||
Proposal 5: A shareholder proposal, as described herein, if properly presented at4: Eliminate the meeting, requesting Board action to eliminate thecurrent supermajority voting requirements inby approving amendments to the Company’sAmended and Restated Certificate of Incorporation and Bylaws of the Company.
To be approved, at least 80 percent of the shares outstanding as of the record date must vote in favor of Proposal 6: A shareholder4, a proposal as described herein, if properly presented atto eliminate the meeting, regarding director term limits.
The affirmative vote ofcharter document supermajority voting requirements for certain matters to be replaced by a majority of votes cast, ator entitled to be cast, voting requirement, as applicable, on matters to be brought before the Annual Meeting is required to approve each of Proposals 4, 5, and 6.Company’s shareholders. In connection with each such proposal, shares as to which the “ABSTAIN” box has been selected on the proxy card or corresponding option in the electronic form and shares underlying broker non-votes or in excess of the Limit (as described below) will count as a vote against the proposal.
Proposal 5: Approval of the New York Community Bancorp, Inc. 2020 Omnibus Incentive Plan. As to the approval of the New York Community Bancorp, Inc. 2020 Omnibus Incentive Plan, the Board of Directors is enabling a shareholder to check the appropriate box on the proxy card or corresponding option in the electronic form to (i) vote “FOR” the proposal, (ii) vote “AGAINST” the proposal, or (iii) “ABSTAIN” from voting on the proposal. To approve Proposal 5, a majority of the votes cast at the Annual Meeting is required. In connection with such proposal, shares as to which the “ABSTAIN” box has been selected and shares underlying broker non-votes or in excess of the Limit (as described below) will not be counted as votes cast, and will have no effect on the vote on the matter presented.
Proposal 6: A shareholder proposal, as described herein, if properly presented at the meeting, requesting Board action to eliminate the classified Board of Directors.
Proposal 7: A shareholder proposal, as described herein, if properly presented at the meeting, regarding director age and term limits.
The affirmative vote of a majority of votes cast at the Annual Meeting is required to approve each of Proposals 6 and 7. In connection with each such proposal, shares as to which the “ABSTAIN” box has been selected on the proxy card or corresponding option in the electronic form and shares underlying broker non-votes or in excess of the Limit (as described below) will not be counted as votes cast, and will have no effect on the vote on the matter presented.
As discussed below, under NYSE Rules, if your broker holds shares in your name and delivers this proxy statement to you, the broker is not entitled to vote your shares on anynon-routine proposal (Proposals 1 and 3 through 6)7) without your specific instructions.
Who may vote and what constitutes a quorum at the meeting?
The close of business on April 9, 20197, 2020 has been fixed by the Board of Directors as the record date (the “Record Date”) for the determination of shareholders of record entitled to receive notice of, and to vote at, the Annual Meeting and at any adjournments thereof.
In order to conduct the Annual Meeting, shareholders of record of at least a majority of the total number of shares of Common Stock entitled to vote (after subtracting any shares in excess of the Limit pursuant to the Company’s Certificate of Incorporation) must be present in person or by proxy. This is called a quorum. Shareholders who deliver valid proxies or vote in person at the meeting will be considered part of the quorum. Once a share is represented for any purpose at the meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjourned meeting. Abstentions will be counted as being present and entitled to vote for purposes of determining a quorum. Broker“non-votes” (which are explained below) “non-votes” are counted as being present and entitled to vote for purposes of determining a quorum only for routine matters. In the event that there are not sufficient shares present for a quorum, or votes to approve or ratify any management proposal at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit the further solicitation of proxies.
How many votes do I have?
The securities that may be voted at the Annual Meeting consist of shares of Common Stock, with each share entitling its owner to one vote on all matters to be voted on at the Annual Meeting, except as described below. There is no cumulative voting for the election of directors (in a cumulative voting system, each shareholder would be entitled to one vote per share multiplied by the number of directors to be elected). The total number of shares of Common Stock outstanding and entitled to vote as of the Record Date was 467,236,136.463,958,344.
Page 2
INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES |
A shareholder may vote in person atonline during the Annual Meeting by filling outvisiting www.virtualshareholdermeeting.com/NYCB2020 and completing a ballot while the polls are open. You will need the control number printed on your proxy card, voting instruction form, or notice. A shareholder may also vote in advance of the Annual Meeting by using a proxy to authorize a proxy to vote on his or her behalf. There are three ways to use a proxy:
Mail: If you received your proxy materials by mail, you may vote by completing, signing, and dating the enclosed proxy card and returning it in the enclosed postage-paid envelope. You are urged to indicate your votes in the spaces provided on the proxy card. | ||
Internet: You may access the proxy materials on the Internet atwww.proxyvote.comand follow the instructions on the proxy card or on the Notice of Internet Availability. | ||
Telephone: You may call toll free at1-800-690-6903 and follow the instructions on the proxy card or on the Notice of Internet Availability. |
The Internet and telephone voting procedures are designed to authenticate shareholders’ identities and allow shareholders to provide their voting instructions and confirm that the instructions have been properly recorded. Specific instructions for shareholders of record who wish to vote their proxies over the Internet or by telephone are set forth on the proxy card for the Annual Meeting.
The Company encourages shareholders to take advantage of the options to vote using the Internet or by telephone. Voting in this manner will result in cost savings for the Company.
Page 2
| ||
Please be aware that if you vote over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible. The Internet and telephone voting facilities for eligible shareholders of record will close at 11:59 p.m., Eastern Daylight Time, on June 3, 2019.2, 2020.
Your vote as a shareholder is important. Please vote as soon as possible to ensure that your vote is recorded.
The Company encourages shareholders to take advantage of the options to vote using the Internet or by telephone. Voting in this manner will result in cost savings for the Company.
How are the proxy materials delivered?
The Company is again reducing its costs by taking advantage of SEC rules that allow companies to furnish proxy materials to shareholders primarily through the Internet. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to shareholders who (i) own shares directly in the Company (“shareholders of record”) and not through a broker, bank, or intermediary directly to their mailing address unless they have directed the Company to provide the materials in a different manner or (ii) hold shares of Common Stock through the Company’s stock-based benefit plans. SeeBenefit Plan Voting below. Shareholders whose shares are held for them by brokerage firms, banks, or other intermediaries (“beneficial owners”) will have the proxy materials or the Notice forwarded to them by the intermediary that holds their shares. The Notice provides instructions on how to access and review all of the important information contained in the Company’s proxy statement and 20182019 Annual Report to Shareholders, as well as how to cast your vote, over the Internet.
Shareholders who receive the Notice and who would still like to receive a printed copy of the Company’s proxy materials, including the 20182019 Annual Report to Shareholders, can find instructions for requesting these materials included in the Notice. The Company plans to mail the Notice to shareholders on April 25, 2019.24, 2020.
What is a brokernon-vote?
If you hold your shares in “street name” (i.e., through a broker, bank, or other nominee), it is critical that you cast your vote if you want it to count in the election of directors. SEC regulations currently prohibit brokers or nominees to vote your uninstructed shares in the election of directors on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote in the election of directors, with respect to the proposal to approve, on anon-binding advisory basis, the Company’s named executive officer compensation, with respect to the Company’s 2020 Omnibus Incentive Plan, or with respect to any of the shareholder proposals, if properly presented, no votes will be cast on your behalf with respect to these matters. These uncast “votes” are referred to as brokernon-votes. Your bank or broker will, however, continue to have discretion to vote any uninstructed shares on the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 2).
Page 3
INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES |
What effect do brokernon-votes and abstentions have?
A broker or other nominee may generally vote your shares without instruction on routine matters, but not onnon-routine matters. A broker“non-vote” “non-vote” occurs when your broker submits a proxy for your shares, but does not indicate a vote for a particular“non-routine” “non-routine” proposal (such as Proposals 1 and 3 through 6)7) because your broker does not have your authority to vote on that proposal and has not received specific voting instructions from you. Brokernon-votes are not counted as votes for or against the proposal in question or as abstentions, nor are they counted to determine the number of votes present for anon-routine proposal. However, when a proposal requires the affirmative vote of a percentage of the Company’s outstanding shares entitled to vote in order to be approved (such as Proposal 4), a brokernon-vote will have the same effect as a vote against the proposal.
If you abstain from voting on Proposals 1 and 3 through 6,7, your vote will be counted as present for determining whether a quorum exists but will not be treated as cast for or against that matter.
What if I sign and date my proxy but do not provide voting instructions?
Proxies solicited by the Board of Directors of the Company will be voted in accordance with the directions given therein. If you are a shareholder of record and do not provide voting directions, signed and dated proxy cards will be voted as follows:
FOR the election of each of the nominees for director named in this proxy statement;
FOR the ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company; and
Page 3
| ||
FOR approval of the Named Executive Officer compensation.compensation;
FOR the approval of the New York Community Bancorp, Inc. 2020 Omnibus Incentive Plan;
AGAINST approval of a shareholder proposal, if properly presentedpresented; and
AGAINST approval of a shareholder proposal, if properly presentedpresented.
AGAINST approval of a shareholder proposal, if properly presented
Other than the matters listed on the attached Notice of 20192020 Annual Meeting of Shareholders, of New York Community Bancorp, Inc., the Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting.However, execution of a proxy or voting online or by telephone confers on the designated proxy holder discretionary authority to vote the shares represented by the proxy in accordance with his or her best judgment on such other business, if any, which may properly come before the Annual Meeting or any adjournments thereof, including whether or not to adjourn the meeting.
May I revoke my proxy?
A proxy may be revoked at any time prior to its exercise by filing a written notice of revocation with the Corporate Secretary of the Company, by delivering to the Company a duly executed proxy bearing a later date, by voting online or by telephone on a later date, or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not itself constitute revocation of your proxy.
Who pays the costs of soliciting proxies?
The cost of the solicitation of proxies on behalf of management will be borne by the Company. In addition to the solicitation of proxies by mail, Equinti (US) Services LLC, a proxy solicitation firm, will assist the Company in soliciting proxies for the Annual Meeting and will be paid a fee of $7,000 plusout-of-pocket expenses. Proxies also may be solicited, personally or by telephone, by directors, officers, and other employees of the Company and its subsidiary, New York Community Bank (the “Community Bank” or the “Bank”), without receipt of additional compensation.
The Company also will request that persons, firms, and corporations holding shares in their names, or in the names of their nominees that are beneficially owned by others, send proxy materials to, and obtain proxies from, such beneficial owners. The Company will reimburse such holders for their reasonable expenses in doing so.
If your Company shares are held in street name, your broker, bank, or other nominee will provide you with instructions that must be followed in order to have your shares voted. Your broker or bank may allow you to deliver your voting instructions via the Internet or by telephone. Please see the instruction form that was provided by your broker or bank with this proxy statement. If you wish to change your voting instructions after you have returned your voting instruction form, you will need to contact your broker or bank in order to do so.
Page 4
INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES |
What is the admission policy for the Annual Meeting?
Attendance at the Annual Meeting is limited to:
(1) Shareholdersshareholders of record of Common Stock;
(2) Beneficialbeneficial holders of Common Stock; and
(3) Authorizedauthorized representatives of entities who are beneficial holders of Common Stock.
In addition
You will be able to a valid photo IDattend the meeting online, vote your shares electronically, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/NYCB2020. To participate in the virtual meeting, you will need the 16-digit control number included on your Notice, proxy card or other satisfactory proof of identification, a shareholder must presentvoting instruction form. The meeting webcast will begin promptly at 10:00 a.m., Eastern Daylight Time. We encourage you to access the following materials in order to be admittedmeeting prior to the Annual Meeting:
|
|
|
start time. Online check-in will begin at 9:00 a.m., Eastern Daylight Time, and you should allow ample time for the check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting login page. Technical support will be available beginning at 9:30 a.m. Eastern Daylight Time on June 3, 2020 and will remain available until the meeting has ended.
Page 4
| ||
The use of cameras, recording devices and other electronic devices, and cellular phones or PDAs (including those with photographic and/or video recording capabilities) will not be permitted at the Annual Meeting. Any devices or instruments that may be potentially disruptive will not be permitted. Company representatives will be at the entrance to the Annual Meeting and these representatives will have the authority, on the Company’s behalf, to determine whether the admission policy and procedures are being followed and whether you will be granted admission to the Annual Meeting.
What is the Limit on voting securities?
As provided in the Company’s Certificate of Incorporation, holders of Common Stock who beneficially own in excess of 10% of the outstanding shares of Common Stock (the “Limit”) are not entitled to any vote with respect to the shares held in excess of the Limit. A person or entity is deemed to beneficially own shares owned by an affiliate of, as well as by, persons acting in concert with such person or entity. The Company’s Certificate of Incorporation authorizes the Board of Directors (i) to make all determinations necessary to implement and apply the Limit, including determining whether persons or entities are acting in concert, and (ii) to demand that any person who is reasonably believed to beneficially own stock in excess of the Limit supply information to the Company to enable the Board of Directors to implement and apply the Limit.
Based solely on information in reports filed with the SEC, certain persons or entities are known by management to be the beneficial owners of more than 5% of the outstanding shares of Common Stock as of the Record Date and in some cases have indicated beneficial ownership of up to 10% of the Common Stock outstanding as of that date. If such owners were to increase their holdings above 10% or if other shareholders were to acquire beneficial ownership of shares in excess of that amount, they would not be entitled to any vote with respect to the shares held in excess of 10%.
Proxies solicited hereby will be tabulated by inspectors of election designated by the Board of Directors. The inspectors of election will not be employed by, or be directors of, the Company or any of its affiliates.
Active employee-participants in the Company benefit plans who hold Common Stock will receive ane-mail that contains a link to this proxy statement, along with procedures to follow in order to vote the shares of Common Stock credited to each participant’s account under the Company benefit plans and the shares of Common Stock (if any) held independent of the Company benefit plans. Retired and inactive employee-participants will receive their proxy materials via U.S. mail. Benefit plan voting instructions will be delivered to the trustee for the Company benefit plans and the shares will be voted as directed by participants. Shares for which no voting instructions are provided or are not timely received by the Company will be voted by the trustee for the Company’s tax-qualified planstax-qualified plans holding Common Stock in the same proportion as the voting instructions the trustee receives from other participants or, in the case of the Company’s equity incentive plans, as directed by the Company. Benefit plan voting instructions must be received by 11:59 p.m., Eastern Daylight Time, on May 29, 2019.28, 2020.
Page 5
INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF |
Security Ownership of Certain Beneficial Owners
The following table sets forth information as to those persons or entities known by management to be beneficial owners of more than 5% of the outstanding shares of Common Stock on April 9, 2019.7, 2020. Other than those persons or entities listed below, the Company is not aware of any person or entity or group that beneficially owned more than 5% of the Common Stock as of that date.
Name and Address of Beneficial Owner |
| Amount and Nature of Beneficial |
| Percent of Class | |||||||||
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |
| 52,891,672(1) | 11.3% | ||||||||||
|
| ||||||||||||
Barrow Hanley Mewhinney & Strauss, LLC 2200 Ross Avenue, 31st Floor Dallas, Texas 75201 |
| 10.68% | |||
The Vanguard Group 100 Vanguard Boulevard Malvern, Pennsylvania 19355 | 43,292,845(3) | 9.26% |
(1) | Based solely on information filed in a Schedule 13G/A with the SEC on February |
(2) | Based solely on information filed in a Schedule 13G with the SEC on |
(3) | Based solely on information filed in a Schedule 13G/A with the SEC on February 12, 2020. |
Page 56
SHAREHOLDER OUTREACH AND RECENT INITIATIVES |
Shareholder Outreach and Recent Initiatives
Our management and Board value direct and transparent engagement with our shareholders and regularly seek opportunities to obtain feedback in connection with our governance, management compensation, and strategies. We embrace engagement as an important tenet of good governance and we value the views of our shareholders and other stakeholders. We believe that positive dialogue builds informed relationships that promote transparency and accountability, allowing us to respond more fully to the interests of our shareholders as they adjust to evolving governance and compensation norms in our competitive industry.
Our shareholder outreach program consists of regular management dialogue with the investor community (the “Management Outreach Program”) and formal outreach by our independent Board members to institutional shareholders by (the “Board Outreach Program”).
As part of our Management Outreach Program, our CEO, Chief Financial Officer, and other senior members of management conduct regular investor communications, including conferences,non-deal road shows and individual and group conference calls with portfolio managers and industry analysts. Each quarter’s earnings press release is thoroughly reviewed in open investor conference calls with broad participation and significant Q&A by the analyst community. Our senior management regularly makes themselves available for such communications across the United States and in Europe, focusing on elements of our strategic plans, consolidated business results and capital structure, and other topics of interest to shareholders. We believe that management can strengthen its ability to lead the Company by constructively discussing our business and strategy in such settings.
As part of the Management Outreach Program, our CEO and Chief Financial Officer met with shareholders at 1113 investment conferences and held 3826 investor meetings in person or by teleconference.teleconference during the last 12 months. In total, management met with 194273 shareholders or prospective shareholders from 131120 discrete institutions. Management also held discussions with a major proxy advisory group to further understand the basis for their specific concerns.
Additionally, as part of the Board Outreach Program, our Presiding Director, a member of the Board’s Compensation Committee, Chairman, Audit Committee Chairman, and other independent members of the Board participate in meetings with shareholders. For several years, the Company has conducted formal shareholder outreach in this manner in order to allow our Board members to hear directly from investors regarding their perspectives on our business. During such calls the Board members and a group of senior officers solicit feedback from institutional investors that is taken into account by the Board in making strategic and other corporate governance and compensation decisions.
The Board encourages participation from our shareholders in its outreach program. Participation levels vary from year-to-year. For this year’s Board Outreach Program, which began in 2018 and continued into 2019,early 2020, we contacted our 25 largest stockholders, who represented approximately 66.13% of our then-outstanding shares. Of those contacted, investors representing approximately 35.16%over 23% of the then-outstanding shares made themselves available to speak with us, including 53 of our 10 largest shareholders. The 53 largest shareholders included two of the top 3 shareholders listed on page 5.6.
Not all investors we spoke with expressed the same views about each topic discussed during our calls, but we listened carefully to each and gave each equal weight.
The feedback we received was generally supportive, and the conversations includedin-depth discussion about various compensation and corporate governance issues, including with respect to shareholder opinions about the benefits and drawbacks of our incentive compensation program, board composition, risk oversight, and other governance matters. On the whole, we also learned that, although some consistent themes exist, our shareholders have varying views on compensation and governance topics, and much effort was made to balance the differing and sometimes contrasting viewpoints. On the whole, we also learned that, although some consistent themes exist, our shareholders have varying views on compensation and governance topics, and much effort was made to balance the differing and sometimes contrasting viewpoints. Shareholders have generally been consistent in their view that the Company should provide greater detail on the scope of its shareholder outreach efforts and describe the specific nature of shareholder concerns. Accordingly, beginning in 2019 we have included greater specifics on the scope of our shareholder outreach efforts and on the feedback we received, including with respect to shareholder views regarding our compensation programs (see Engaging with Our Shareholders in the Compensation Discussion and Analysis section of this proxy statement beginning on page 23.
Shareholders were generally consistent in their view that the Company should provide greater detail on the scope of its shareholder outreach efforts and describe the specific nature of shareholder concerns. Accordingly, we are including in this year’s proxy statement greater specifics on the scope of our shareholder outreach efforts and on the feedback we received, including with respect to shareholder concerns that triggered the adversesay-on-pay advisory vote in 2018.
Page 7
SHAREHOLDER OUTREACH AND RECENT INITIATIVES |
The Board was particularly disappointed in the vote against our 2018say-on-pay resolution, resolution. While many of our institutional shareholders, who control significant blocks of the ownership interests in our company, defer their decision-making to one or another of the world’s largest proxy advisory services, many of the investors with whom we have met and conferred with have said that while they do review the recommendations of proxy advisory services on say-on-pay votes as part of their voting determination process, they do not always vote consistent with such recommendations. The information we received from our investors, which followed a weak level of support in 2017 (approximately 48.5% in favor). The Board tookcovered compensation program design, shareholder voting processes, corporate governance, and disclosure matters, was shared with thesay-on-pay vote failure very seriously Compensation Committee and the members of our Board who participated infull Board. In response, the Board Outreach Program were charged with reaching outin 2018 undertook to gain a better understandingrefresh the Compensation Committee and restructure our executive compensation plans to their current form, as described below and in our Compensation Discussion and Analysis beginning on page 23. Shareholder feedback has been an essential element of what drove this result. From the calls, they came away with several important understandings including that more was neededCommittee’s evaluation of revisions to relatethe program. While many of the outreach sessions ranged beyond executive pay to corporate performance.topics including the Company’s business and strategy, common themes relating to executive pay did emerge from these discussions.
In 2020, although management held many meetings and direct conversations with investors, various circumstances, including those relating to the emergence of thee COVID-19 pandemic, led many of our institutional investors to decline our requests to conduct outreach discussions with their governance teams.
While many of our institutional shareholders, who control significant blocks of the ownership interests in our company, conceded that they defer their decision-making to one or another of the world’s largest proxy advisory services, many of the investors with whom we met said that while they do review the recommendations of proxy advisory services onsay-on-pay votes as part of their voting determination process, they do not always vote consistent with such recommendations. The information we received from our investors, which covered compensation program design,
Page 6
| ||
shareholder voting processes, corporate governance and disclosure matters, was shared with the Compensation Committee and the full Board.
In response, the Board undertook to refresh the Compensation Committee and restructure our executive compensation plans as described below and in ourCompensation Discussion and Analysis beginning on page 23.
The new Compensation Committee then heldin-depth discussions, considering the feedback received and how to address it. Shareholder feedback was an essential element of the Committee’s evaluation of possible revisions to the program. While many of the outreach sessions ranged beyond executive pay to topics including the Company’s business and strategy, common themes relating to executive pay did emerge from these discussions. A summary of shareholder comments about our compensation program and our responses is included at page 24 under theCompensation Discussion and Analysis. Additionally, the following lists certain corporate governance themes addressed in our outreach discussions:discussions during the last two annual shareholder meeting cycles:
Page 8
SHAREHOLDER OUTREACH AND RECENT INITIATIVES |
What we heard | Our Response | |||
|
| |||
| ||||
The Board members should have a deep and thorough understanding of the Company’s business model and operations. |
| The Board members each have significant knowledge and experience in our principal business areas, including our core real estate and real estate finance businesses. Our Board members maintain active oversight of the Company’s operations, meeting on a weekly basis to review lending activity in our core multi-family, commercial residential real estate, and other lending businesses and meeting on a monthly basis to review the full scope of operational, governance, credit, risk management, and other matters important to our condition and performance. | ||
Shareholders who have a meaningful interest in voicing proposals in the best interests of the Company should have the opportunity to have their proposals published in the Company’s proxy statement. | √ | The Company Bylaws | ||
materials. | ||||
The Company should maintain a robust and comprehensive risk management program, incorporating rigorous oversight by the Board of Directors. | √ | Our Board has maintained an active Risk Assessment Committee that meets each month and oversees a broad-based risk management program | ||
Some shareholders favor declassification of the Board of Directors, while others favor a Board whose members are elected in multiple classes over three years. | √ | Proposal 6 reflects a shareholder proposal to eliminate the | ||
Proposal 6 beginning on page 79). | ||||
The Board of Directors should seek to refresh its members from time to time so that its composition reflects an appropriate mix of individuals by tenure, skills, expertise, experience, age, and gender in connection with current and future Company business needs. | √ | The Board maintains a policy to consider a mix of individuals by tenure, skills, expertise, experience, age, gender, race, and ethnicity in connection with current and future Company business needs. | ||
The Board should be composed of individuals who bring a variety of relevant skills and experience to their position. | √ | Our Board of Directors is comprised of individuals possessing a well-rounded variety of skills, knowledge, experience and perspectives and who have unique perspectives on our business, all of which are listed in enhanced proxy statement disclosures, including Board skills, recruitment and related matters. (Additional disclosure regarding our | ||
The Company should plan for succession in senior management positions. | √ | Formal succession plans are maintained for the Chief Executive Officer and |
Page 7
| ||
Additional disclosure regarding the relationship between our NEO compensation programs and long-term value creation appears on pages 33page 31 of this proxy statement. Stockholders are urged to read theCompensation Discussion & Analysis section and other information in this Proxy Statement to better understand how the Company’sCompany's executive compensation program engages and aligns with the Company’s performance.
Results of Election of Directors at 20182019 Annual Meeting – - At our 20182019 annual meeting of shareholders, Joseph R. Ficalora, JamesMichael J. O’DonovanLevine, Ronald A. Rosenfeld, Lawrence J. Savarese, and HanifJohn M. DahyaTsimbinos werere-elected to the term of the Board that expires at the 20212022 annual meeting of shareholders. Mr. Ficalora and Mr. O’DonovanAll received the affirmative vote of 93.8% and 87.3%more than 90% of the votes cast for theirre-election. However, Mr. Dahya only received the affirmative vote of a narrow majority of the votes cast for his reelection. Last year’s results for Mr. Dahya were disappointing, particularly given (1) that he previously received the affirmative support of 98.2% of votes cast at the 2015 annual meeting of shareholders, (2) his extensive and valuable financial and risk management experience and insight, and (3) the Board’s objective of maintaining Board members with diverse background, perspective and skill that Mr. Dahya possesses. The Board believes that last year’s results are connected to Mr. Dahya’s service as a member of the Compensation Committee during a year in which shareholders voted down oursay-on-pay proposal. As noted above, following the 2018 annual meeting of shareholders, the Board refreshed the entire Compensation Committee, and Mr. Dahya no longer serves on that Committee.
We value shareholder input and we encourage you to share your opinions with us. You can do so by writing to us at the address on page 7186 of this proxy statement. You can also provide feedback on our executive compensation program by contacting us through our Investor Relations Department (please visit our websitewww.myNYCB.com) or through the other contacts identified on page 1920 of this proxy statement.
Community Support–- Service to our customers and the community is an important part of the New York Community Bank culture. We support the communities we serve through lending, investments, services, and charitable giving, including through New York Community Bank Foundation and Richmond County Savings Foundation, with the following notable highlights:
Page 9
SHAREHOLDER OUTREACH AND RECENT INITIATIVES |
✓ | Annually, the Bank and the Foundations contribute more than |
In the event that any such nominee is unable to serve or declines to serve for any reason, it is intended that the proxies will be voted for the election of such other person as may be designated by the Nominating and Corporate Governance Committee of the Board of Directors. The Board of Directors has no reason to believe that any of the persons named will be unable or unwilling to serve. If a nominee is not elected by the requisite vote, he must tender his resignation, and the Board of Directors, through a process managed by the Nominating and Corporate Governance Committee, will decide whether to accept the resignation.It is intended that the shares represented by the enclosed proxy card, if executed, dated, and returned without voting instructions, will be voted “FOR” the election of each of the nominees proposed by the Board of Directors.
Page 4649
proposals to be voted on at the meeting | ||
The following table presents a summary of the various experience, expertise, and/or attributes of our Board members on the various Board committeesCommittees1 as of April 9, 2019:7, 2020:
Director | Age | Director Since | Experience, Expertise, or Attribute | Audit | Compensation | Nominating & Corporate | Risk Assessment | Mortgage & Real Estate | Commercial Credit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dominick Ciampa† | 86 | 1995 |
|
| ● | ● | ● | ● | |
Hanif “Wally” M. Dahya # | 64 | 2007 |
| ● |
| ● | ● |
| ¤ |
Leslie D. Dunn | 74 | 2015 | ● | ● | ● | ● |
|
| |
Joseph R. Ficalora | 73 | 1989 |
|
|
|
| ● | ● | |
Michael J. Levine * @ | 75 | 2004 | ● |
| ¤ | ¤ | ● | ● | |
James J. O’Donovan | 77 | 2003 |
|
|
| ● | ● | ¤ | ● |
Lawrence Rosano, Jr. | 67 | 2014 |
| ● | ● | ● | ● | ● | |
Ronald A. Rosenfeld | 80 | 2012 |
| ● |
| ● | ● |
|
|
Lawrence J. Savarese * # | 63 | 2013 | ¤ |
| ● | ● |
| ● | |
John M. Tsimbinos | 82 | 1999 |
|
| ¤ | ● |
| ● | ● |
Robert Wann | 65 | 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director | Age | Director Since | Experience, Expertise, or Attribute | |||||||||||||||||||||||||||||||||||||||||||||||||
Dominick Ciampa† | 85 | 1995 | 🌑 | 🌑 | 🌑 | 🌑 | ||||||||||||||||||||||||||||||||||||||||||||||
Hanif “Wally” M. Dahya# | 63 | 2007 | 🌑 | 🌑 | 🌑 | |||||||||||||||||||||||||||||||||||||||||||||||
Leslie D. Dunn | 73 | 2015 | 🌑 | 🌑 | 🌑 | 🌑 | ||||||||||||||||||||||||||||||||||||||||||||||
Joseph R. Ficalora | 72 | 1989 | 🌑 | 🌑 | ||||||||||||||||||||||||||||||||||||||||||||||||
Michael J. Levine*@ | 74 | 2004 | 🌑 | 🌑 | 🌑 | |||||||||||||||||||||||||||||||||||||||||||||||
James J. O’Donovan | 76 | 2003 | 🌑 | 🌑 | 🌑 | |||||||||||||||||||||||||||||||||||||||||||||||
Lawrence Rosano, Jr. | 66 | 2014 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | |||||||||||||||||||||||||||||||||||||||||||||
Ronald A. Rosenfeld | 79 | 2012 | 🌑 | 🌑 | 🌑 | |||||||||||||||||||||||||||||||||||||||||||||||
Lawrence J. Savarese*# | 62 | 2013 | 🌑 | 🌑 | 🌑 | |||||||||||||||||||||||||||||||||||||||||||||||
John M. Tsimbinos | 81 | 1999 | 🌑 | 🌑 | 🌑 | |||||||||||||||||||||||||||||||||||||||||||||||
Robert Wann | 64 | 2007 |
(1) | All Company Board Committees are replicated at the |
¤ | Chairman of the Committee |
● | Member of the Committee |
† | Chairman of the Board of Directors – attends all Committee meetings (per Bylaws) |
* | Designated as Audit Committee Financial Expert |
@ | Designated independent Presiding Director |
# | Designated as Risk Committee Expert |
|
| = Finance/Banking | = Business Operations | |||||||
= Technology/Systems | = Risk Management | = Government Relations/Legal | ||||||||
= Real Estate/Housing | = Corporate Governance | |||||||||
|
| = Ethnic, Gender, Nationality, or other Diversity | ||||||||
= Investments | = Sustainability, Charitable, or other Corporate Responsibility |
|
Page 4750
proposals to be voted on at the meeting |
|
Director Qualifications and Business Experience
The following provides information about each member of the Company’s Board of Directors, including their business experience, and additional information about the specific experience, qualifications, attributes, or skills that led to the Board’s conclusion that each should serve as a director of the Company.
Nominees:
|
|
|
|
Page 48
| ||
|
|
Page 49
| ||
|
|
Page 50
| ||
Current Directors:
Dominick Ciampa
Director since: 1995 Age:
Chairman of the Board
Committees: Nominating and Corp. Governance Risk Assessment Mortgage & Real Estate (Bank Board) Commercial Credit (Bank Board) | Mr. Ciampa is the founder of, and a former Partner in, the Ciampa Organization, a Queens-based real estate development and management firm founded in 1975 which continues to be operated by other family members. Mr. Ciampa was appointed Chairman of the Board of the Company, the Community Bank, and the former Commercial Bank on December 21, 2010. In addition, Mr. Ciampa served as the President of the Queens Chamber of Commerce from 1989 to 1991.
Mr. Ciampa’s combined experience with the Company, and in leading a large commercial real estate development firm with significant ownership interests in our markets, brings valuable insight to the Board in overseeing a wide range of banking and real estate matters, in furtherance of the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Community Bank. |
|
|
Page 51
| ||
Leslie D. Dunn
Director since: 2015 Age:
Committees: Audit Compensation Nominating and Corp. Governance Risk Assessment
Other Public Company Directorships: Federal Home Loan Bank of Cincinnati |
| An experienced corporate law and governance professional, Ms. Dunn has been an independent director of the Federal Home Loan Bank of Cincinnati since 2007, serving not only on its Audit and Compensation Committees, but also as Governance Committee Chair. Ms. Dunn most recently served as an independent director of E&H Family Group, Inc., an Ohio-based business that operates chains of supermarket and hardware stores. A member of the firm’s Finance Committee, she also served as Compensation Committee Chair. Ms. Dunn’s board experience also includes over 15 years as a director of Telarc International Corporation, a Grammy Award-winning recording company.
From 1997 through 2004, Ms. Dunn was Senior Vice President of Business Development at Cole National Corporation, a New York Stock Exchange-listed specialty retailer with over 10,000 employees and 3,000 locations in Canada, Europe, and the United States. Her responsibility focused on implementation of the Company’s acquisition growth strategy. Ms. Dunn also served as Cole’s General Counsel and Secretary, overseeing the company’sin-house law department, ensuring its compliance with SEC regulations, and serving as principal corporate governance advisor to the board. Prior to joining Cole, Ms. Dunn was a partner in the Business Practice Group in the Cleveland office of Jones Day, a global law firm with more than 40 locations, and before then, was a partner in the corporate practice of Squire Sanders & Dempsey (now Squire Patton Boggs), also in Cleveland.
In addition, Ms. Dunn has been a member of the Advisory Board of the New York Community Bank’s Ohio Savings Bank Division since its inception in December 2009. |
Page 5251
proposals to be voted on at the meeting |
|
|
Page 53
|
|
Lawrence Rosano, Jr.
Director since: 2014 Age:
Committees: Compensation Nominating and Corp. Governance Risk Assessment Mortgage & Real Estate (Bank Board) Commercial Credit (Bank Board) |
| Since May 1974, Mr. Rosano has served as a
Additionally, in November 2016 he was appointed a member of the Contractor & Expert Committee of the MS4 Policy Group formed by the New York City Department of Environment & Protection, the Urban Green Council, and the Real Estate Board of New York whose mission is to develop a storm water management program for the City of New York in order to make it compliant with the New York State and Federal standard for MS4 Stormwater Permitting Process.
With his extensive experience in real estate development and executive management, Mr. Rosano brings valuable insight to the Board of the Company in overseeing a wide range of banking and real estate matters, and furthers the Board’s objectives of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Community Bank. |
Page 54
| ||
Robert Wann
Director since: 2007 Age: | Mr. Wann has been the Senior Executive Vice President and Chief Operating Officer of the Company since 2003. Prior to his appointment as Chief Operating Officer, Mr. Wann served as the Company’s and Chief Financial Officer. Mr. Wann is a key member of the management team that led the Company’s conversion to stock form in 1993. Mr. Wann has played, and continues to play, a crucial role in the development and growth of the Company, including in connection with the numerous strategic business combinations it has undertaken.
Mr. Wann is a member of the American Bankers Association and the New York Bankers Association, and serves on the Board of Directors of various organizations. A graduate of Queens College with a degree in accounting, Mr. Wann is on the Board of Trustees of the Queens College Foundation and is Chairman of its Audit Committee. He also serves as a member of the Board of Trustees of the Queens Museum of Art. An active member of the community, Mr. Wann previously served as president of the Flushing Central Lions Club and currently serves on the Board of Directors of a private charitable foundation based in New York.
With over 30 years of experience at the Company, Mr. Wann has a deep understanding and thorough knowledge of the Company, its subsidiaries, and its lines of business. Mr. Wann has consistently demonstrated his leadership abilities and his commitment to the Company through his long service in numerous roles. Mr. Wann’s extensive financial and operating experience, commitment, knowledge, and leadership make him well-suited to serve on the Board and contribute to its objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Community Bank. |
Page 52
proposals to be voted on at the meeting |
|
Hanif (“Wally”) Dahya
Director since: 2007
Age: 64
Committees:
Audit
Nominating and Corp. Governance
Risk Assessment
Commercial Credit (Bank Board) (Chair)
Mr. Dahya is the Chief Executive Officer of The Y Company LLC, a private investment firm that focuses on emerging-market companies in the information, communications, financial, and environmental services industries. The company also is involved in distressed assets in the emerging markets. Prior to forming The Y Company, Mr. Dahya spent 14 years on Wall Street, having started his career in investment banking at E.F. Hutton and Co., Inc. Thereafter, Mr. Dahya was Managing Director at L.F. Rothschild Co. Inc., headed the Mortgage-Backed Securities Group at UBS Securities Inc., and was a partner at Sandler O’Neill + Partners L.P. Mr. Dahya previously served as an independent director of TerraForm Power, Inc. and TerraForm Global, Inc., affiliated companies which own clean power generation assets for utility, commercial, and residential customers.
Mr. Dahya is a graduate of Harvard Business School and earned his undergraduate degree at Loughborough University of Technology in the United Kingdom.
With his extensive financial and risk management experience in investments, capital markets, asset and liability management, emerging markets, real estate, and bank and thrift investments, Mr. Dahya provides the Board with valuable insight on these and others matters that are beneficial to the Company in furtherance of the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Community Bank.
Page 53
proposals to be voted on at the meeting |
Director since: 1989 Age: 73 Committees: Mortgage & Real Estate (Bank Board) Commercial Credit (Bank Board) Other Public Company Directorships: Federal Home Loan Bank of New York | Mr. Ficalora has been President and Chief Executive Officer and a Director of the Company since its inception on July 20, 1993, and President and Chief Executive Officer of the Community Bank since January 1, 1994. On January 1, 2007, Mr. Ficalora was appointed Chairman of the Board of the Company, the Community Bank, and the former Commercial Bank, a position he held until December 21, 2010. In addition, Mr. Ficalora previously served as President and Chief Executive Officer of the Commercial Bank since its inception on December 30, 2005 until its merger into the Community Bank on November 30, 2018. Under Mr. Ficalora’s leadership, the Company has evolved from a mutual savings bank with seven branches in Queens and Nassau Counties to a publicly traded multi-bank holding company with 238 branch offices serving consumers and businesses throughout Metro New York, New Jersey, Florida, Ohio, and Arizona. A graduate of Pace University with a degree in business and finance, Mr. Ficalora provides leadership to several professional banking organizations. He currently serves as a Member Director of the Federal Home Loan Bank of New York, a member of the American Bankers Council of the American Bankers Association, a member of the American Bankers Association’s Government Relations Council Administrative Committee, a member of the American Bankers Association Federal Home Loan Bank Committee, and is a director of the New York Bankers Association, also serving as Chairman of its Metropolitan Area Division. Mr. Ficalora also serves on the Board of Trustees of Pace University, as well as on their Investment/Pension Committee, the Boards of Directors of the New York Community Bank Foundation, the Richmond County Savings Foundation, and Pentegra Retirement Trust. In addition, he is a member of the Board of Pentegra Services, Inc. He is a former Director of Peter B. Cannell and Co., Inc., an investment advisory firm, and the former President and Director of the Asset Management Fund Large Cap Equity Institutional Fund, Inc. Mr. Ficalora also is an active participant in community affairs. He has been a member of the Board of Directors of the Queens Chamber of Commerce since 1990, and previously served on its Executive Committee. In addition, Mr. Ficalora serves on the Boards of Directors of the Foreign Policy Association, Partnership for New York City, and Flushing Cemetery, the Board of Directors, the Executive Committee, and the Development Committee of New York-Presbyterian/Queens, the Board of Trustees, the Finance and Audit Committee, and Vice Chair of the President’s Council of the New York Hall of Science, the Advisory Council of the Queens Museum of Art, and is a Board member of Nassau County Crime Stoppers, Inc. He is an Honorary Chairman of the Associazione Culturale Italiana Di New York and was recently bestowed the title of Commendatore (Knight) of the Italian Republic by the government of Italy. Additionally, Mr. Ficalora is a Vietnam War veteran, serving his country with distinction in the U.S. Army on a three-year enlistment, beginning in March 1968. Mr. Ficalora is the former Vice Chairman of the Federal Home Loan Bank of New York, a former member of the Board of Directors of the American Bankers Association, the Thrift Institutions Advisory Council of the Federal Reserve Board in Washington, and the Federal Reserve Bank of New York Thrift Institutions Advisory Panel. He is also the former Chairman of the New York State Savings Forum for Operations Audit Control, the former Chairman of Community Bankers Association of New York State (“CBANYS”), as well as the former Chairman of CBANYS' Auditors and Comptrollers Forum, the former Chairman of the SBLI Fund, the former Director of Computhrift Corporation, a former Trustee of the Museum of the Moving Image, and past President and Director of the MSB Fund. In addition, he has previously served as President of the Queens Library Foundation and as Chairman of the Board and of the Administrative Committee of the Queens Borough Public Library. |
Page 54
proposals to be voted on at the meeting |
Director since: 2004 Age: 75 Committees: Audit Nominating and Corp. Govern. (Chair) Risk Assessment (Chair) Mortgage & Real Estate (Bank Board) Commercial Credit (Bank Board) | Mr. Levine is both the President of Norse Realty Group, Inc. and Affiliates and a certified public accountant and retired partner with the firm Levine & Schmutter. With his years of financial and managerial experience, Mr. Levine brings to the Board of Directors demonstrated management ability and fiscal responsibility at a senior level, and an extensive knowledge of our lending business, including the New York real estate market. In addition, as President of the Norse Realty Group, Inc. and Affiliates, Mr. Levine has insight into the operational requirements of a real estate company with significant assets. As a certified public accountant, he also has valuable experience in dealing with accounting principles, financial reporting rules, and regulations; evaluating financial results; and overseeing the financial reporting processes of a corporate organization having significant assets. Finally, Mr. Levine brings valuable insight and advice both to the Board and to his role as Chairman of the Board’s Risk Assessment Committee, where his experience contributes to building strong and effective risk management. Mr. Levine has served as the Company’s Independent Presiding Director since 2014, providing valuable leadership and independence of thought in various corporate governance and other matters. |
James J. O’Donovan Director since: 2003 Age: 77 Committees: Nominating and Corp. Governance Risk Assessment Committee Mortgage & Real Estate (Bank Board) (Chair) Commercial Credit (Bank Board) | From October 31, 2003 through his retirement on January 31, 2005, Mr. O’Donovan served as Senior Executive Vice President and Chief Lending Officer of the Company and New York Community Bank, having previously held the titles of Executive Vice President from 2000 and Senior Vice President from 1987. Following his retirement, Mr. O’Donovan served as a senior lending consultant to the Company and Community Bank from February 1, 2005 until February 1, 2008. Mr. O’Donovan’s experience as a former executive officer of the Company and as current Chairman of the Mortgage and Real Estate Committee of the Community Bank Board not only brings valuable management and leadership skills, extensive industry knowledge, and business acumen to the Board, but also significant insight in overseeing matters critical to the Company’s lending businesses. Mr. O’Donovan’s experience and contributions advance the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Community Bank. |
Ronald A. Rosenfeld Director since: 2012 Age: 80 Committees: Audit Nominating and Corp. Governance Risk Assessment | Mr. Rosenfeld has been a member of the Boards of Directors of the Company, the Community Bank, and the former Commercial Bank since January 1, 2012, and has served as Chairman of the Advisory Board of the Community Bank’s Ohio Savings Bank division since its establishment in December 2009. Mr. Rosenfeld also served as Chairman of the Federal Housing Finance Board from 2005 through 2008. From 2001 through 2004, he was President of the Government National Mortgage Association. In addition to serving four years as Secretary of Commerce for the State of Oklahoma, Mr. Rosenfeld previously served one year as Deputy Assistant Secretary for Corporate Finance at the U.S. Treasury Department. Before joining the Treasury Department, he spent three years at the Department of Housing and Urban Development, having served as the Deputy Assistant Secretary for Single-Family Housing, Acting Deputy Assistant Secretary for Multi-Family Housing, and General Deputy Assistant Secretary for the Office of Housing-Federal Housing Commissioner. Prior to his career in public service, Mr. Rosenfeld was an executive with the investment banking firms, Prescott, Ball & Turben, Inc. in Cleveland, Ohio, and Zappala & Company in Pittsburgh, Pennsylvania, and the president of a company that developed more than 10,000 apartment units and managed approximately 6,000 apartment units in a six-state region. A graduate of Harvard Law School and The Wharton School, University of Pennsylvania, Mr. Rosenfeld also lends his expertise to several not-for-profit organizations in the housing, education, and cultural arenas. In addition to serving on the Housing Commission of the Bi-Partisan Policy Center, Mr. Rosenfeld is a Trustee of Howard University. With his extensive experience in housing and development, corporate finance, and investment banking, Mr. Rosenfeld brings valuable insight to the Board of the Company in overseeing a wide range of banking and real estate matters, and furthers the Board’s objectives of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Community Bank. |
Page 55
proposals to be voted on at the meeting |
Director since: 2013 Age: 63 Committees: Audit (Chair) Nominating and Corp. Governance Risk Assessment Commercial Credit (Bank Board) | Mr. Savarese has been a member of the Boards of Directors of the Company, the Community Bank, and the former Commercial Bank since March 4, 2013. From 1978 through 2012, Mr. Savarese was with the independent public accounting firm KPMG LLP. For 19 years, he was an Audit Partner in KPMG’s Financial Services Practice, serving as partner in charge of audits of both community banks (including the Company and the Community Bank) and international banks with branches and agencies in the United States. During this time, Mr. Savarese served as KPMG’s representative to the New York Bankers Association and The Institute of International Bankers. From 2008 to 2012, Mr. Savarese served as Audit Partner, Risk Management, for KPMG's Advisory Practice, where he managed risk at KPMG and developed and applied complex risk management objectives; risk management policies for model development; advisory service protocols in connection with certain requirements of the Public Company Accounting Oversight Board; policies for internal controls over financial reporting services provided to non-audit clients; and reviewed engagement letters and management risk performance. Prior to his retirement in 2012, Mr. Savarese was an Audit Partner in KPMG's Global Services Centre, where he designed and developed the standardized approach for auditing banks now used by the firm's Global Bank Practice. With his extensive experience in accounting principles, financial reporting rules and regulations, commercial banking, risk management, and corporate finance, Mr. Savarese brings valuable insight to both the Board and to his role as Chairman of the Audit Committee of the Board and as a member of the Board’s Risk Assessment Committee in overseeing a wide range of banking and financial reporting matters, and furthers the Board’s objectives of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Community Bank. |
John M. Tsimbinos Director since: 1999 Age: 82 Committees: Compensation (Chair) Nominating and Corp. Governance Mortgage & Real Estate (Bank Board) Commercial Credit (Bank Board) | Mr. Tsimbinos has been a member of the Boards of Directors of the Company and the Community Bank since the merger of Roslyn Bancorp, Inc. with and into the Company and of the Roslyn Savings Bank with and into the Community Bank on October 31, 2003. In addition, he served as a member of the Board of Directors of the former Commercial Bank since its establishment on December 30, 2005 and has been a member of the Atlantic Bank Divisional Board since its formation in 2006. From 1999 until the merger with the Company, Mr. Tsimbinos served as Chairman of the Board of Roslyn Bancorp and as Vice Chairman of the Board of The Roslyn Savings Bank until his retirement in July 2002. Prior to Roslyn’s acquisition of TR Financial Corp. in February 1999, Mr. Tsimbinos was the Chairman of the Board and Chief Executive Officer of Roosevelt Savings Bank, a position he assumed in 1983. He also served as Chairman of the Board and Chief Executive Officer of TR Financial Corp. from the time of its inception in 1993. In addition to his service to the Company, the Community Bank, and the former Commercial Bank, Mr. Tsimbinos served on the Board of the Federal Home Loan Bank of New York from 1989 through 1995 and as Vice Chairman of the Board for two three-year terms. |
Business Experience of Named Executive Officers Who are Not Directors
Thomas R. Cangemi.Senior Executive Vice President and Chief Financial Officer of New York Community Bancorp, Inc. and New York Community Bank since April 5, 2005. He joined the Company on July 31, 2001 as Executive Vice President and Director of the Capital Markets Group, and was named Senior Executive Vice President on October 31, 2003.
Prior to joining the Company, Mr. Cangemi was Executive Vice President, Chief Financial Officer, and Treasurer of
Page 56
proposals to be voted on at the meeting |
both Richmond County Financial Corp. and Richmond County Savings Bank. Before joining Richmond County in 1997, Mr. Cangemi served as Senior Vice President, Chief Financial Officer, and Corporate Secretary of Continental Bank, a commercial bank based in Garden City, New York and, previously, as Director of Corporate SEC Reporting for an electronics corporation in Boca Raton, Florida. From 1993 to 1996, Mr. Cangemi was Vice President and Chief Financial Officer of Sunrise Bancorp, a publicly traded thrift headquartered on Long Island. Previously, Mr. Cangemi was a member of the SEC Professional Practice Group of KPMG Peat Marwick serving financial institutions.
Mr. Cangemi holds a B.B.A. from the School of Professional Accountancy at Dowling College, and is
a certified public accountant and a member of the AICPA.
Mr. Cangemi is a member of the Board of Directors of Peter B. Cannell & Co., Inc., a New York City based
investment management firm. He also serves as Treasurer and a member of the Board of Directors of both the Richmond County Savings Foundation and the New York Community Bank Foundation. In addition, Mr. Cangemi is a Board member and a member of the Development Committee of the Long Island Children’s Museum, and a member of the Board of Trustees of the The Whaling Museum & Education Center of Cold Spring Harbor. Previously, Mr. Cangemi was on the Board of Directors of Friends of the Arts, a member of the Council of Overseers of the Tilles Center for the Performing Arts; and a member of the Board of Trustees of the East Woods School.
James J. Carpenter.Senior Executive Vice President and Chief Lending Officer of the Company and the Community Bank sincefrom January 1, 2006 to December 31, 2019, and Senior Executive Vice President of the former Commercial Bank from December 30, 2005 to November 30, 2018;2018: Executive Vice President and Chief Lending Officer of the Community Bank from February 1, 2005 to December 31, 2005; Executive Vice President and Assistant Chief Lending Officer of the Community Bank from January 1, 2003 to February 1, 2005; Senior Vice President and Mortgage Lending Officer of the Community Bank from November 30, 2000 to January 1, 2003.
Page 55
| ||
Prior to joining the Company, Mr. Carpenter served as Senior Vice President responsible for Multifamily and Commercial Real Estate Lending for Haven Bancorp, Inc. and CFS Bank from November 1994 to November 2000 and its Commercial Real Estate and Asset Management departments from December 1991 to November 1994. Prior to CFS Bank, Mr. Carpenter worked for both Beneficial Finance and The Minnesota Mutual Life Insurance Company in credit insurance sales.
Mr. Carpenter holds an MBA in Accounting from Fordham University, a Bachelor of Science in Business Administration/Finance from the University of Richmond and is a graduate of the National School of Banking at Fairfield University.
Mr. Carpenter is a member of the Boards of Directors of the Real Estate Practitioners Institute at Stony Brook University and the Long Island Museums. Previously, he served on the Boards of the Family Service League of Long Island and the Long Island Housing Partnership.
Mr. Carpenter retired from his position of Chief Lending Officer as of December 31, 2019 and transitioned to a consulting relationship with the Company effective January 1, 2020. Executive Vice President John T. Adams has succeeded Mr. Carpenter as Chief Lending Officer of the Company.
John J. Pinto.Executive Vice President and Chief Accounting Officer of the Company and New York Community Bank, since April 5, 2005. Mr. Pinto joined the Company on July 31, 2001 in connection with the Richmond County merger, and served as Senior Vice President, and more recentlythen First Senior Vice President, in the Capital Markets Group.
Prior to joining the Company, Mr. Pinto served as Senior Vice President and General Auditor of Richmond County Financial Corp. and Richmond County Savings Bank. From 1997 to 1998, Mr. Pinto served as Director, Financial Reporting at American Express Bank, a multinational bank based in New York City. From 1993 to 1997, he was a member of the Financial Services Group of Ernst & Young, LLP, based in New York City, providing auditing and consulting services to financial institutions throughout the Northeast.
Mr. Pinto holds a Bachelor’s degree from Fairfield University. He is a certified public accountant and a
member of the AICPA.
Mr. Pinto serves as a member of the Board of Directors of the Noble Maritime Collection in Staten Island.
Page 57
The Nominating and Corporate Governance Committee of the Board periodically reviews with the Board the skills and characteristics appropriate for Board members. The Board seeks diversity in its members with respect to background, skills and expertise, industry knowledge, experience, gender, age, race, and ethnicity. In accordance with the Company’s Bylaws, an individual may not be elected, appointed, or nominated as a Director after December 31 of the year in which an individual attains the age of 80, provided, however, that the Board, by written resolution approved by a majority of the disinterested members of the whole Board, may exclude an incumbent director from such age limitation.
Page 56
➢Our Approach to Director Compensation
Our directors are compensated with three basic objectives in mind:
✓ | The director compensation program should recognize the significant amount of work expected from a director at an institution the size of the Company, taking into account the significant time commitment necessary to prepare for meetings that cover complex strategic and operational matters and the duration and frequency of such meetings. |
|
| The director compensation program should include a meaningful equity component that helps align the interests of directors with our shareholders and should encourage retention of equity through stock ownership guidelines. |
| |
✓ | The structure of the program should be transparent to shareholders so they can understand the business reasons for specific director compensation decisions. |
Our directors fulfill a critical oversight role for the Company and its bank subsidiaries,the Community Bank, in part, through their service on board committees that have been assigned specific functional responsibilities. We believe it is important for our shareholders to understand the significant extent to which our directors engage directly with the business of the Company and its subsidiaries through our Company Board and, particularly, our Community Bank board committees, and how the structure and level of our board compensation directly reflects the unique characteristics of our Board. The directors’ high level of engagement reflects both an awareness of their responsibilities as directors of a publicly traded financial institution that operates within a complex business and regulatory environment and the Company’s desire to take advantage of the breadth of their experience in areas of critical importance to the Company’s business.
The frequency of Community Bank Board committee meetings is directly related to specific operational needs and the scope of the applicable committee charter. By way of example, directorsneeds. Directors who servedserve on the Community Bank’s Mortgage and Real Estate Committee which has a central oversight roleand/or the Commercial Credit Committee are directly involved in the key areas of credit management, loan review, and loan administration, met 50 timesadministration. The committee members work closely with key management personnel in 2018. Also, the Company’slending area to ensure that lending activity is consistent with the Community Bank’s lending policies and committee members are direct participants in the loan approval process through review of loan proposals, analysis of borrower due diligence findings, and inspection of properties that serve as loan collateral. This partnership of experienced directors and experienced lending professionals is a key factor in the Community Bank’s success and is directly reflected in the Community Bank’s minimal exposure to loan losses. The commitment of our directors to the success of our lending operation is demonstrated by the fact that the committees meet almost weekly throughout the year (52) meetings for the Mortgage and Real Estate Committee and (51) meetings for the Commercial Credit Committee). Each meeting represents a substantial time commitment for committee members (typically in the range of 3-6 hours), requiring not only attendance but significant preparation in advance of each meeting to facilitate an understanding of each loan subject to committee approval. The Board’s key committees, such as the Audit, and Risk Assessment, Committee,and Compensation, also meet frequently to ensure appropriate oversight of the areas that fall within the scope of their respective charters. Given the complexity of the matters considered by these committees, these meetings also require significant preparation and a significant time commitment for attendance.
➢ | 2020 Director Compensation Review |
The directors’ highCompensation Committee has continued to monitor director pay to ensure consistency with best practices and to ensure that our directors are appropriately compensated for the extensive services they provide to the Company and the Bank. The Committee understands that some companies, including peer banks, have eliminated the use of meeting fees as an element of director compensation and moved to a retainer-only approach. However, the Committee believes that this approach would undermine the Company’s long-standing and highly successful practice of involving directors with management on a weekly basis in key operational matters, including lending. Nevertheless, the Committee has made
Page 58
proposals to be voted on at the meeting |
adjustments to the pay structure for our Chairman and for key committee chairs (Audit and Risk Assessment) to improve the alignment of their compensation with emerging trends (see below), while ensuring that their level of engagement reflects a keen awarenesscompensation remains consistent with the significance of their responsibilities as directors of a publicly traded financial institution that operates within a complex regulatory environment.roles.
Ø 2019 Director Compensation Review
In 2018, the Compensation Committee initiated a comprehensive review of outsidemade significant modifications to the director compensation including a benchmarking of the Company’s outside directorschedule after considering pay practices against our designatedat peer group. The Committee also considered supplemental data relating to a group of larger banks that would not typically be considered by the Committee in a peer group analysis. Based on this review, the Committee mandated, with full Board approval, a 10%across-the-board reduction in all retainers and fees and reduced by 50% the equity awards received by outside directors relative to prior year awards, subject to a 3,000 share minimum award. As a result of these changes, aggregate director compensation in 2018 declined by 26% relative to 2017.
institutions. In early 2019, the Compensation Committee updated the 2018 benchmarkingagain reviewed peer data and implementedconcluded that further modifications to outside director pay were appropriate to achieve a betterimprove the alignment of Companydirector pay with peer institutions.practices. This review resulted in the introduction of a fixed annual $75,000 retainersretainer for the Chairs of the Company’s Audit and Risk Assessment Committees and the Chair of the Community Bank’s Mortgage and Real Estate Committee. In addition, separate meeting fees, which were $9,000 per meeting through March 2019 and which were paid in 2018,addition to a quarterly retainer, were eliminated for the Chairs of the Audit and Risk Assessment Committees. Further, in recognition of the increasingly significant role played by the Risk Assessment Committee, meeting fees were increased from $450 to $1,800 per meeting to match the meeting fee received by Audit Committee members. Finally, the Compensation Committee authorized equity grants at the same per director share levels as 2018. All of these changes were reviewed and confirmed by the full Board. The revised cash compensation schedule took effect on April 1, 2019. In early 2020, the Committee again reviewed and approved the director compensation schedule without modification.
Each of our directors serves a
The Committee believes that, taking into account the unique role in supportresponsibilities of the Company’s business modeldirectors, and devotes significant time toparticularly the duties that several directors assume through their duties, both factorsmembership on Community Bank Board committees that justifyhave a level of pay that accurately reflects their level of engagement. The Compensation Committee will continue to monitor outside director pay to ensure consistency with best practices and to ensure that our directors are appropriately compensated for the services they provide to the Company and the Bank. For additional information regarding the mandates of individual board committees and the frequency of their meetings, seeBoard Committeessubstantive role in theCorporate Governance section management of this proxy.the Community Bank’s core lending business, the current director compensation structure reflects an appropriate balance of business needs and best practices.
Ø 2018 Director Compensation
➢ | 2019 Director Compensation |
The following table provides details of the 20182019 compensation received by ournon-employee directors of the Company for service on the Company Board and the Board of the Community Bank. Directors who are also employees do not receive separate compensation for their service on either the Company or Bank Board.
Non-Employee Directors | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) |
| Fees Earned or Paid in Cash ($) |
|
Stock Awards ($) (1) |
| All Other Compensation ($) (2) |
| Total ($) | ||||||||||||
Dominick Ciampa
|
| $270,000
|
|
| $175,125
|
|
| $31,875
|
|
| $477,000
|
|
| $255,000 |
| $158,125 |
| $36,000 |
| $449,625 | ||||
Maureen E. Clancy(3)
|
|
59,050
|
|
|
70,150
|
|
|
6,500
|
|
|
135,700
|
| ||||||||||||
Hanif “Wally” Dahya
|
| 98,525
|
|
| 105,225
|
|
| 46,890
|
|
| 250,640
|
|
| 110,850 |
| 94,875 |
| 36,330 |
| 242,055 | ||||
Leslie D. Dunn |
|
96,803
|
|
|
42,090
|
|
|
10,892
|
|
|
149,785
|
|
| 109,600 |
| 37,950 |
| 7,888 |
| 155,438 | ||||
Michael J. Levine
|
| 178,965
|
|
| 105,225
|
|
| 110,025
|
|
| 394,215
|
|
| 183,950 |
| 94,875 |
| 102,930 |
| 381,750 | ||||
James J. O’Donovan(4)
|
|
73,650
|
|
|
105,225
|
|
|
186,195
|
|
|
365,070
|
| ||||||||||||
James J. O’Donovan(3) |
| 73,650 |
| 105,225 |
| 186,195 |
| 365,070 | ||||||||||||||||
Lawrence Rosano, Jr.
|
| 85,950
|
|
| 42,090
|
|
| 110,294
|
|
| 238,334
|
|
| 85,950 |
| 42,090 |
| 110,294 |
| 238,334 | ||||
Ronald A. Rosenfeld
|
|
87,750
|
|
|
42,090
|
|
|
8,640
|
|
|
138,480
|
|
| 87,750 |
| 42,090 |
| 8,640 |
| 138,480 | ||||
Lawrence J. Savarese
|
| 185,725
|
|
| 105,225
|
|
| 44,450
|
|
| 335,400
|
|
| 185,725 |
| 105,225 |
| 44,450 |
| 335,400 | ||||
John M. Tsimbinos
|
|
71,190
|
|
|
42,090
|
|
|
101,790
|
|
|
215,070
|
|
| 71,190 |
| 42,090 |
| 101,790 |
| 215,070 |
Page 57
| ||
(1)
In accordance with SEC disclosure requirements for equity compensation, the reported amount represents the full grant date fair value of each award calculated in accordance with FASB ASC Topic 718. All |
(2) | The following table sets forth the components of the All Other Compensation |
Page 59
proposals to |
| Dividends on Unvested Restricted Stock ($) |
| Community Bank Mortgage and Real Estate Committee Retainers, Meeting Fees and Inspection Fees(a) ($) |
| Community Bank Commercial Credit Committee Meeting Fees(b) ($) |
| Perquisites ($) |
| Total ($) | |
Mr. Ciampa |
| $36,550 |
| -- |
| -- |
| -- |
| $36,550 |
Mr. Dahya |
| 21,930 |
| -- |
| $14,400 |
| -- |
| 36,330 |
Ms. Dunn |
| 7,888 |
| -- |
| -- |
| -- |
| 7,888 |
Mr. Levine |
| 21,930 |
| $59,400 |
| 21,600 |
| -- |
| 102,930 |
Mr. O’Donovan |
| 21,080 |
| 243,350 |
| 20,250 |
| 19,928(c) |
| 304,608 |
Mr. Rosano, Jr. |
| 6,698 |
| 64,800 |
| 21,600 |
| -- |
| 93,098 |
Mr. Rosenfeld |
| 6,018 |
| -- |
| -- |
| -- |
| 6,018 |
Mr. Savarese |
| 21,930 |
| -- |
| 20,250 |
| -- |
| 42,180 |
Mr. Tsimbinos |
| 7,038 |
| 64,800 |
| 21,600 |
| -- |
| 93,438 |
a. | Mortgage and Real Estate Committee |
| Commercial Credit Committee members receive a $450 fee for each meeting attended. In 2020, the |
c. | To facilitate the performance of his duties as Chairman of the Mortgage and Real Estate Committee, the Community Bank paid certain costs associated with Mr. O’Donovan’s membership in a golf club. No other director had perquisites in excess of $10,000. |
(3) | Upon his retirement as a senior executive officer of the Company in 2006, Mr. O’Donovan entered into a retirement agreement with the Company providing for supplemental retirement compensation and his acceptance of certain restrictive covenants relating to his future business activities in the banking industry. In |
Director Compensation Schedule– In 2018,Schedule. non-employeeEffective April 1, 2019, directors of the Company received a quarterly retainer of $10,350 and a fee of $2,250 per Board meeting attended.Non-employee directors Directors also received fees ranging from $450 to $1,800 for each committee meeting attended. Committee chairsThe Chairs of the Audit and Risk Assessment Committees received fees ranging from $900 to $9,000 per meeting. Oura quarterly retainer of $18,750 but did not receive meeting fees. The Company Chairman, Mr. Ciampa, received a quarterly retainer of $67.500$62,500 but did not receive Board or committee meeting fees. Mr. Savarese, our Audit Committee Chair, received an annual retainer of $18,000 and $9,000 per meeting. Directors O’Donovan and Rosano, who performed inspections on properties offered as security for loans in accordance with our lending policies, received a fee of $1,500 perhalf-day inspection and $2,000 perfull-day inspection.
Director Stock Ownership Guidelines–Guidelines. Ournon-employee directors are subject to stock ownership guidelines that require them to hold Company stock with a value equal to five times their annual cash retainer. Allnon-employee directors are either in compliance with this requirement or within the five-yearphase-in period applicable to new directors.
Director Benefits–Benefits. The Company provides limited life insurance coverage fornon-employee directors of the Bank and the Company. directors. Mr. Ciampa participates in a legacy director retirement plan that was sponsored by the Community Bank. No other directors are eligible to participate in the plan.
Director Equity Compensation– Non-employee directorsCompensation. Directors participate in the Company’s equity compensation programs and such awards are an integral part of theeach director’s annual compensation. Typically, awards are made in the form of restricted stock that vests over a five-year period. Awards are determined by the Compensation Committee and confirmed by the full Board. The 2019 director equity grants are included in the Director Compensation Table.
Compensation Committee Interlocks and Insider Participation–Participation. No executive officer of the Company or the Community Bank serves, or has served, as a member of the compensation committee of another entity, one of whose executive officers serves on the Compensation Committee of the Company or the Community Bank, and no executive officer of the former Commercial Bank served as a member of the Compensation Committee of another entity, one whose executive officers served on the Compensation Committee of the Company or the former Commercial Bank.Company. No executive officer of the Company or the Community Bank serves, or has served, as a director of another entity, one of whose executive officers serves on the Compensation Committee of the Company.
The federal banking laws require that all loans or extensions of credit to executive officers and directors must be made on substantially the same terms (including interest rates and collateral) and follow substantially the same credit underwriting procedures as those prevailing at the time for comparable transactions with other persons. Furthermore, they must not involve more than the normal risk of repayment or present other unfavorable features. The Community Bank, from time to time, may make mortgage loans to its directors, officers, and employees, including consumer loans or loans to purchase
Page 60
proposals to be voted on at the meeting |
or refinance personal residences, and may make loans secured by income-producing properties to entities in which a director or officer has an ownership interest (or, in the case of directors, a management interest), provided that all such loans are made in accordance with federal banking laws and are made in the ordinary course of business; do not involve a more than normal risk of collectability, or present other unfavorable features; and are made on substantially the same terms (including interest rates and collateral requirements) as those prevailing at the same time for comparable transactions with unaffiliated persons. The Community Bank has made a commercial loan with a principal balance of $2,850,000.00 to Pacific Norse LLC, a limited liability company owned by Michael Levine’s son, which was considered a problem loan and was subject to workout provisions at December 31, 2019.
From time to time, in accordance with written policies, the Board of Directors reviews a summary of the Company’s transactions with its directors and executive officers and with firms that employ directors, as well as any other related-person transactions, for the purpose of recommending to the disinterested members of the Board of Directors
Page 58
| ||
that the transactions are fair, reasonable, and within Company policy, and should be ratified and approved. The Board of Directors also reviews any transactions reported to the Board by the Company’s Corporate SecretarythatSecretary that are required to be reported under SEC regulations. Additionally, in accordance with federal regulations, the Board of Directors reviews all loans made to a director or executive officer in an amount that, when aggregated with the amount of all other loans to such person and his or her related interests, exceeds the greater of $25,000 or 5% of the Company’s capital and surplus (up to a maximum of $500,000), and such loan must be approved in advance by a majority of the disinterested members of the Board of Directors. Further, pursuant to the Company’s Code of Business Conduct and Ethics and other business standards applicable to them, all executive officers and directors of the Company must disclose any existing or emerging conflicts of interest to the Chief Executive Officer. Such potential conflicts of interest include, but are not limited to, any position or interest (financial or otherwise) which could materially conflict with an executive officer’s or director’s performance or which affects such executive officer’s or director’s independence or judgment concerning transactions between the Company, its customers, suppliers, or competitors.
section 16(a) beneficial ownership reporting compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s executive officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC. Executive officers, directors, and greater than 10% shareholders are required by the SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.
Delinquent Section 16(a) Reports. Based solely on its review of copies of the reports of ownership furnished to the Company, or written representations that no other reports were required, the Company believes that during the 20182019 fiscal year, its executive officers and directors complied with applicable reporting requirements for transactions in the Company’s Common Stock.securities, except for a late Form 4 filing by Mr. Dahya with respect to the purchase of shares of the Company’s Series A preferred stock in May 2019.
Page 5961
proposals to be voted on at the meeting | ||
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm
The Company’s independent registered public accounting firm for the fiscal year ended December 31, | ||
questions from shareholders present at the Annual Meeting. If the ratification and appointment of the independent registered public accounting firm is not approved by shareholders at the Annual Meeting, the Audit Committee will | ||
consider other independent registered accounting firms. | ||
| ||
|
Unless marked to the contrary, the shares represented by the enclosed proxy card, if properly signed and dated, will be voted FOR ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company.
The Audit Committee will consider on a case-by-case basis and, if appropriate, approve all audit and non-audit services to be provided by the Company’s independent registered public accounting firm. Alternatively, the Audit Committee may adopt a policy for pre-approval of audit and permitted non-audit services by the independent registered public accounting firm. In 2019, all audit-related services, tax services, and other services were approved by the Audit Committee, which concluded that the provision of such services by KPMG LLP was compatible with the maintenance of that firm’s independence in the conduct of its audit functions.
audit committee report to shareholders
The Audit Committee of the Company’s Board of Directors is composed of Messrs. Savarese, Levine, Rosenfeld, Dahya, and Ms. Dunn, all of whom arenon-employee, independent directors, and operates under a written charter adopted by the Board of Directors.
The Company’s management is responsible for the Company’s internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements and issuing an opinion on the conformity of those financial statements to generally accepted accounting principles. The independent registered public accounting firm is also responsible for issuing an opinion on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee oversees the Company’s internal controls and financial reporting process on behalf of the Board of Directors.
In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm for 2018.2019. Management has discussed with and represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed under Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 1301,Communications with Audit Committees(AS 1301), including discussing with the Audit Committee in detail the independent registered public accounting firm’s evaluation and conclusions about significant and critical accounting policies and practices, critical accounting estimates, significant unusual transactions, and the Company’s financial reports.
In addition, the Audit Committee has received from the independent registered public accounting firm written disclosures regarding the auditors’ independence required by PCAOB Ethics and Independence Rule 3526,Communication with Audit Committees Concerning Independence, and has discussed with the independent registered public accounting firm its independence from the Company and its management. In concluding that the independent registered public accounting firm is independent, the Audit Committee considered, among other factors, whether thenon-audit services provided by the independent registered public accounting firm in 20182019 were compatible with its independence.
The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for its 20182019 audit. The Audit Committee meets with the independent registered public accounting firm,
Page 60
| ||
with and without management present, to discuss the results of their examinations, their evaluation of the Company’s internal control
Page 62
proposals to be voted on at the meeting |
over financial reporting, and the overall quality of the Company’s financial reporting process.
In performing all of these functions, the Audit Committee acts only in an oversight capacity. In its oversight role, the Audit Committee relies on the work and assurances of the Company’s management, which has the primary responsibility for financial statements and reports, and of the independent registered public accounting firm, which, in its reports, expresses an opinion on the conformity of the Company’s financial statements to generally accepted accounting principles, and an opinion on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee’s oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal control over financial reporting designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions with management and the independent registered public accounting firm do not assure that the Company’s financial statements are presented in accordance with generally accepted accounting principles, that the audit of the Company’s financial statements has been carried out in accordance with the standards of the PCAOB, or that the Company’s independent registered public accounting firm is in fact “independent.”
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board approved, that the audited consolidated financial statements be included in the Company’s Annual Report on Form10-K for the year ended December 31, 20182019 for filing with the SEC. The Audit Committee and the Board of Directors also have approved, subject to shareholder ratification, the selection of the Company’s independent registered public accounting firm to audit the Company’sCompany's consolidated financial statements for the year ending December 31, 2019.2020.
The Audit Committee
Lawrence J. Savarese, Chair
Michael J. Levine
Ronald A. Rosenfeld
Hanif “Wally” Dahya
Leslie D. Dunn
Michael J. Levine
The following table presents fees for professional services rendered by KPMG LLP for the audit of the Company’s consolidated financial statements for fiscal years 20182019 and 2017,2018, and fees billed for audit-related services, tax services, and all other services rendered by KPMG LLP for fiscal years 20182019 and 2017.2018.
Year Ended | Year Ended |
| ||||||||||||||
2018 | 2017 | 2019 |
| 2018 |
| |||||||||||
|
|
|
| |||||||||||||
Audit Fees | $ | 2,765,000 |
| (1)(3) | $ | 2,715,800 |
| (1)(2)(4) | $2,970,000(1) |
| $2,765,000(1)(4) |
| ||||
Audit-Related Fees |
| 150,184 |
| (5) |
| 145,250 |
| (5) | 198,000(2)(3) |
| 150,184(2) |
| ||||
Tax Fees |
| — |
|
| 4,254 |
| (6)(7) | -- |
| -- |
| |||||
All Other Fees |
| — |
|
| — |
| 3,500(5) |
| -- |
|
(1) | Includes fees for professional services rendered in connection with the audit of the |
(2) |
|
|
|
Includes fees billed for professional services rendered in connection with audits of the Company’s stock ownership, employee benefit, and retirement plans’ financial statements, and the audit of the Company’s compliance with certain provisions of FDIC acquisition agreements. |
(3) | Includes fees for professional services rendered in connection with the reading of the Company's Form S-3 related to its Dividend Reinvestment And Stock Purchase Plan and Form S-3 related to its shelf registration statement and providing consents for inclusion of such reports in the consolidated financial statements of the Company as of December 31, 2018 and 2017, and for each of the years in the three-year period ended December 31, 2018, and management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2018 incorporated by reference in the prospectuses and in the registration statements filed with the Securities and Exchange Committee on April 12, 2019. |
(4) | Includes fees for professional services rendered in connection with comfort and consent letters issued in connection with the Company’s public offering of Fixed-to-Floating Rate subordinated notes, preliminary offering prospectus, and final prospectus supplement dated November 1, 2018. |
(5) | Includes fees for renewal of a license for the KPMG Accounting Research Online service and automated disclosure checklist for the period June 30, |
|
Page 6163
proposals to be voted on at the meeting | ||
The Dodd-Frank Wall Street Reform and Consumer ProtectionProposal 3: advisory vote on approval of compensation of the company’s named executive officers
As required under Section 14A of the Securities Exchange Act of 2010 (“Dodd-Frank”) requires that1934, we provide our shareholders with the opportunity to express their views, on anon-binding, advisory basis, on the compensation of our named executive officers as disclosed in this proxy statement. The Board has determined that shareholders should be provided with this opportunity on an annual basis. This vote, which is often referred to as the“say-on-pay” “say-on-pay” vote, provides shareholders with the opportunity to endorse or not endorse the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of RegulationS-K and Section 14A of the Securities Exchange Act of 1934, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”
| |||
We encourage you to review theCompensation and Analysis and the accompanying tabular and narrative discussion to assistBecause your understanding of the actions taken by the Committee to address shareholder concerns and the impact of those actions on the 2018 compensation of our named executive officers.
Your vote on this Proposal is an advisory vote, which means that the Company andit is not binding on the Board of Directors are not required to take any action based onor the outcome of the vote.Compensation Committee. However, shareholders should be assured that the Compensation Committee will seriously consider the vote of our shareholders on this Proposal when determining the nature and scope of future executive compensation programs.
Page 6264
proposals to be voted on at the meeting | ||
PROPOSAL 4: Approval of AMENDMENTs TO THE Company’s Amended and Restated Certificate of Incorporation and Bylaws TO ELIMINATE THE SUPERMAJORITY VOTing REQUIREMENTS.
The Board of Directors recommends that the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Amended and Restated Bylaws (the “Bylaws,” and together with the Certificate of Incorporation, the “Governance Documents”) be amended to remove all supermajority voting requirements. Our Governance Documents currently require that the holders of 80% of the voting power of the then-outstanding shares of Company capital stock entitled to vote generally in the election of directors approve certain fundamental corporate governance provisions, including:
| ||||
| ||||
| ||||
➢director removal (currently only for cause and only by a vote of shareholders), and ➢amendment of certain provisions of the Certificate of Incorporation and | ||||
| ||||
|
|
Page 63
| ||
The following proposal was submitted by Jeffrey L. Doppelt of 6 Grassfield Road, Great Neck, NY 11024. Mr. Doppelt owns at least 5,000 sharesone of our common stock.
Shareholder Proposal
To recommend toshareholders requesting that the Board of Directors take the steps necessary to adopt a policy on making equity awards to senior executives, as follows: No equity compensation grant may be made to a senior executive at a time when NYCB common stock has a market price that is lower thaneliminate the grant date market price (taking into account stock dividends and stock splits) of any prior equity compensation grants to such individual. Compliance with this policy is excused if it would resultsupermajority voting provisions in the violationCompany’s Governance Documents. Approximately 73% of any existing contractual obligation or the terms of any existing compensation plan.
Supporting Statement
NYCB’sour shareholders voted “no” in the “say on pay” vote every year that the vote has been held since 2014. Shareholders’ dissatisfaction with NYCB’s pay practice is not surprising. Compensation at the senior level is outrageously excessive – the 2018 proxy reports total director and executive compensation in 2017 of $24.2 million, while NYCB’s total return in that period is down13.8% as compared to the SNL U.S. Bank and Thrift Index, which was up17.6%. And 2018 does not look brighter, with the stock price down 29% in 2018, and net income down 4 cents a share from 2017. To make matters worse, a substantial portion of senior-level compensation arises from equity grants, which are dilutive and costly to the owners of the company. It is irresponsible for the Board of Directors to in effect “print currency” indiscriminately at the shareholders’ expense through these equity grants. If the purpose of these grants is to create incentives for executives to work to increase share value, a benefit that would be shared with the owners of the company, that goal would be better accomplished if the executives were not so rewarded when the stock price declines under their management.
The Board’s Statement in Opposition
The Board of Directors believes that the proposal is not in the best interests of shareholders and recommends a vote “Against” the proposal for the following reasons:
|
|
|
Adoption of the proposal would be inconsistent with sound governance practices and could create misalignment of pay and performance.
|
more than 15 years ago, which the adoption of the shareholder proposal would require. If the proposal were adopted, the Compensation Committee would likely have to redesign the Company’s executive compensation program tore-balance the cash and equity mix to compensate for the reduced ability to use equity as a component of overall compensation. For this reason, the Board believes that the proposal would have the effect of reducing the executives’ exposure to changes in the market value of the Company’s common stock and, accordingly, result in misalignment with shareholder interests.
Page 64
| ||
Adoption of the proposal could put the Company at a competitive disadvantage.
The Board also believes that the proposal could have an adverse effect on the Company’s ability to retain and recruit leadership talent. As stated above, a number of our senior executives, including all of our named executive officers, have been employed by the Company for more than 15 years, and have received equity stock grants during the numerous market cycles that have existed over that period. In recent years, the grant date value of the named executive officers’ equity award represented a substantial portion of their total compensation opportunity each year. The adoption of the proposal would restrict the Company’s ability to utilize equity awards as a form of incentive compensation for our senior executive officers. The resultant restriction on the use of this customary compensation tool could reduce the Company’s ability to retain and recruit executive talent and place the Company at a competitive disadvantage to its peers.
Adoption of the proposal is unnecessary as stock awards are dependent on Company’s financial performance.
Equity incentive awards are dependent on the Company’s financial performance, as measured by reference to specific financial metrics, relative to the performance of our peer group. After identifying the applicable metrics, the Compensation Committee sets a range of annual performance targets that link the Company’s performance, expressed on a percentile ranking basis, to the performance of our peers at minimum, target, and maximum levels. Specifically, the minimum, target, and maximum levels reflect the Company’s average percentile ranking across all of the selected metrics. Each executive has a range of award opportunities, expressed as a percentage of current-year base salary, that reflect performance at threshold, target, and maximum levels. The Compensation Committee certifies the Company’s level of performance relative to the performance of each peer group company with respect to each designated financial metric. The certified level of performance is then correlated to the range of award opportunities for each executive to determine actual awards, taking into account the Compensation Committee’s exercise of negative discretion and interpolation between award levels. No awards are provided for performance below the threshold performance level and actual awards cannot exceed the maximum award opportunity. The determination of actual awards is subject to the Compensation Committee’s authority to exercise negative discretion to reduce an award below the otherwise established funding level. In practice, the Compensation Committee’s exercise of negative discretion is based on several factors including, but not limited to, consideration of underperformance with respect to one or more designated financial metrics, individual performance assessments, an evaluation of supplemental financial metrics relating to the Company, industry trends and best practices and the Company’s overall performance relative to the execution of its business plan. Accordingly, equity incentive awards are structured carefully to reflect the Company’s financial performance, making it unnecessary to implement the proposal.
Adoption of the proposal would cause the Company to treat executive officers differently.
As stated above, the Proposal seeks to impose limits on the Company’s Board of Directors’ ability to make equity compensation grants to the Company’s senior executives, under certain circumstances, based on the market price of the Company’s common stock. With respect to the grant of long-term incentive awards, executives would be treated differently based on when they joined the Company and the grant date price of the Company’s stock on the dates of prior awards to the particular executive. The random nature of this type of compensation program would be inconsistent with sound executive compensation practices.
Conclusion
For the reasons discussed above, the Board believes that the practice of granting equity awards as part of compensation is a routine practice amongst companies, both public and private, and to limit its ability to attract and retain a wide spectrum of talented personnel is not in the best interests of the Company’s shareholders. Moreover, the Board has already implemented policies, practices and procedures that satisfactorily address both the proposal’s underlying concerns and its essential objective, and urges shareholders to vote againstapprove the proposal.
Page 65
| ||
The followingAfter careful consideration of the vote results at the 2019 Annual Meeting and the Company’s discussions with shareholders, the Board is recommending amendments to our Governance Documents to eliminate all supermajority voting requirements. If the proposal was submittedis approved, under Delaware law, future amendments to the Governance Documents would require approval by Kenneth Steiner of 14 Stoner Ave., 2M, Great Neck, NY 11021.
Mr. Steiner owns at least 300 shares of our common stock.
Shareholder Proposal
Proposal 5 – Simple Majority Vote
RESOLVED, Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be eliminated, and replaced by a requirement forshareholders representing a majority of the votes cast for and againstor entitled to be cast, as applicable, proposals, oron a simple majoritymatter.
The Board recommends this Proposal 4 due in compliance with applicable laws. If necessary this meanssignificant part to the closest standard to a majorityresults of the votes cast forshareholder proposal which passed at the 2019 Annual Meeting and against such proposals consistent with applicable laws.
Supporting Statement
Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements are used to block initiatives supported by most shareowners but opposed by a status quo management.
This proposal topic wonfeedback received from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy’s. The proponents of these proposals included Ray T. Chevedden and William Steiner. The votes would have been higher than 74% to 88% if all shareholders had ready access to independent voting advice.
Currently a 1%-minority can frustrateduring the will of our 79%-shareholder majority in an election in which 80% of shares cast ballots. In other words a 1%-minority could have the power to prevent shareholders from making an overdue change. This can be particularly important during periods of management underperformance and/or an economic downturn.
During the5-years leading up to the submittal of this proposal NYCB stock fell from $16 to $9. This proposal could be another proposal that obtains a majority vote since the 2016 proposal by The City of New York Office of the Comptroller received 67% support. This proposal will also improve the rights of shareholders like the New York Comptroller proposal.
Please vote yes:
Simple Majority Vote – Proposal 5
The Board’s Statement in Opposition to Simple Majority Vote – Proposal 5
The Board of Directors believes that the proposal is not in the best interests of shareholders and recommends a vote “Against” the proposal for the following reasons:
|
|
|
Page 66
| ||
Voting Thresholds.
A majority of votes cast is already the voting standard for electing the Company’s directors in uncontested director elections under the Company’s existing Bylaws. Our Governance Documents require an 80% vote from the Company’s common shareholders only for the following fundamental changes to the Company’s corporate governance structure: (i) the removal of directors, (ii) the approval of certain amendments to the Certificate of Incorporation, (iii) the approval of certain transactions between the Company and Interested Stockholders (as defined below); and (iv) the amendment or repeal of the Bylaws. In addition, our Certificate of Incorporation requires thattwo-thirds of the holderscourse of the Company’s Series A preferred stock must approve (i) any amendment to2019 shareholder outreach efforts.
In advocating against the Certificate of Incorporation or Bylaws to authorize any securities ofshareholder proposal at the Company ranking senior to2019 Annual Meeting, the Series A preferred stock, (ii) any amendment toBoard explained that it believed the Certificate of Incorporation or Bylaws that materially and adversely effects the rights or preferences of the Series A preferred stock or (iii) any share exchange or reclassification of the Series A preferred stock or any merger or consolidation of the Company (subject to certain exceptions).
The Board of Directors strongly believes that these supermajority voting requirements in our Governance Documents protect key provisions of our Certificate of Incorporation and Bylawsthe Governance Documents from arbitrary amendment and prevent a simple majority of shareholders from taking actions that may be harmful to other shareholders or making changes to certain provisions of our Certificate of Incorporation or to our BylawsGovernance Documents that are intended to protect all shareholders. WhenWith respect to amending the Governance Documents, the Board explained that the supermajority provisions included were limited to the few fundamental corporate governance provisions outlined above and, by adopting the proposal, shareholders could seek to remove a director, approve a transaction between the Company and an Interested Stockholder, or approve amendments to certain provisions of our Certificate of Incorporation or to our Bylaws,the Governance Documents which could have a harmful long-lasting effecteffects on the Company and its corporate governance, the Companygovernance. The Board further explained that it believes it is reasonable and appropriate to ensure that a broad consensus of shareholders agree that thea change is prudent and in the best interests of the Company and its shareholders. Theshareholders, adding that the supermajority voting provisions included in our Governance Documents do not apply to a vast majority of the matters on which our shareholders may vote, and do not pose an obstacle to changes that are broadly supported by shareholders.
Benefit
The text of the proposed amendments to Shareholdersour Governance Documents to eliminate these supermajority requirements is set forth below.
Page 65
proposals to be voted on at the meeting |
Proposed amendments to certain provisions of Supermajority Provisions
Delaware law permits companies to adopt supermajority voting requirements,Article SIXTH, Article SEVENTH, Article EIGHTH, Article NINTH, Article TENTH, and a number of publicly-traded companies have adopted these provisions to preserve and maximize long-term value for all shareholders. Supermajority voting requirements on fundamental corporate matters help to protect shareholders against self-interested and potentially abusive transactions proposed by certain shareholders who may seek to advance their interests over the interestsArticle TWELFTH of the Certificate of Incorporation are set forth as follows:
SIXTH: D.Subject to the rights of the holders of any series of Preferred Stock then outstanding, any Directors, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of a majority of the Company’s shareholders. For example, if the shareholder proposal were implemented, certain transactions between the Company and “Interested Stockholders” (which include shareholders who beneficially own, and affiliatesvoting power of all of the shares of capital stock Companythen-outstanding of the Corporationthen entitled to vote generally in theat an election of Directors (after giving effect to the provisions of Article FOURTH of this Certificate of Incorporation (“Article FOURTH”), voting together as a single class.
***
SEVENTH:The Board of Directors is expressly empowered to adopt, amend or
repeal Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the corporation by the Board of Directors shall require the approval of a majority of the Whole Board. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that, atin addition to any time invote of the two years preceding such a transaction have beneficially owned, at least 10%holders of any class or series of stock of this Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of the voting power of all of the then-outstandingmajority of shares of the capital stock Company’s stock) couldof the Corporationpresent in person or represented by proxy at the meeting and entitled to vote generally in the election of Directorsthereon (after giving effect to the provisions of Article FOURTH), voting together as a single class, shall be approvedrequired to adopt, amend or repeal any provisions of the Bylaws of the Corporation.
***
EIGHTH: A. In addition to any affirmative vote required by only law or this
Certificate of Incorporation, and except as otherwise expressly provided in this Article EIGHTH:
5. any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder or any Affiliate of any Interested Stockholder; shall require the affirmative vote of the holders of the voting powera majority of the then-outstanding shares of capital stock of the Corporationoutstanding and entitled to vote in the election of Directorsthereon (the “Voting Stock”) (after giving effect to the provisions of Article FOURTH), voting together as a single class. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or by any other provisions of this Certificate of Incorporation or any Preferred Stock Designation or in any agreement with any national securities exchange or otherwise.
F.Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which-might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the Voting Stock required by law, this Certificate of Incorporation or any Preferred Stock Designation, the affirmative vote of the holders of the voting power of alla majority of the then-outstanding shares of the Voting Stockcapital stock outstanding and entitled to vote thereon (after giving effect to the provisions of Article FOURTH), voting together as a single class, shall be required to alter, amend or repeal this Article EIGHTH.
***
TWELFTH: The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation; provided, however, that, notwithstanding any other provision of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no
Page 66
proposals to be voted on at the meeting |
vote, but in addition to any vote of the holders of any class or series of the stock of this Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of of the voting power of all of the then-outstandinga majority of votes cast. theshares of the capital stock of the Corporationoutstanding andentitled to vote generally in the election of Directorsthereon (after giving effect to the provisions of Article FOURTH), voting together as a single class, shall be required to amend or repeal this Article TWELFTH, Section C of Article FOURTH, Sections C or D of Article FIFTH, Article SIXTH, Article SEVENTH, Article EIGHTH, Article NINTH or Article TENTH.
BYLAWS
Article VII of the Bylaws currently requires the affirmative vote of 80% of the total number of shares outstanding to amend, alter, change or repeal the Bylaws.
Upon the approval by our shareholders of the proposed amendment, Article VII of our Bylaws would be amended as follows, with the proposed deletion stricken through as indicated below:
ARTICLE VIII – AMENDMENTS
The Board of Directors, by a resolution adopted by a majority of the Whole Board, may, except as otherwise expressly provided herein, amend, alter, or repeal these Bylaws at any meeting of the Board, provided notice of the proposed change was given not less than two days prior to the meeting. The stockholders shall also have power to amend, alter, or repeal these Bylaws at any meeting of stockholders provided notice of the proposed change was given in the notice of the meeting; provided, however, that, notwithstanding any other provisions of the Bylaws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the voting stock required by law, the Certificate of Incorporation, any Preferred Stock Designation, or these Bylaws, the affirmative votesvote of the holders of a majority of the voting shares of Common Stock of the Company for a quorum at a regular or special meeting of the shareholdersshares of capital stock present in person or represented by proxy at a meeting and entitled to vote thereon, shall be required to alter, amend, or repeal any provisions of these Bylaws..
If the amendments to our Governance Documents are approved, under Delaware law, amendments to the Governance Documents would require approval by shareholders representing a majority of the votes cast, or entitled to be cast, on a matter, as applicable.
VOTE REQUIRED FOR APPROVAL
The proposed amendments to eliminate the supermajority voting requirement of the Company’s Governance Documents will be approved if 80% of the shares outstanding as of the Record Date are voted in favor of the Proposal and the Proposal will become effective upon (i) the filing of the amendments to our Certificate of Incorporation with the Secretary of State of the State of Delaware and (ii) the subsequent approval of the amendment to our Bylaws by our Board of Directors following the receipt of shareholder approval of the proposed amendments.
Page 67
proposals to be voted on at the meeting |
PROPOSAL 5: Approval of the New York Community Bancorp, Inc. 2020 Omnibus Incentive Plan.
We are seeking shareholder approval of the New York Community Bancorp, Inc. 2020 Omnibus Incentive Plan (the “2020 Plan”), including the authority to issue up to 12,000,000 shares of our common stock under the 2020 Plan, subject to adjustment as described below.
The principal goals of the 2020 Plan are to attract and retain outstanding individuals to serve as our officers, directors, employees, and consultants and to increase shareholder value. Through the approval of the 2020 Plan, we seek to provide a direct link between shareholder value and incentive compensation. We believe that providing officers, directors, employees, and consultants with an equity interest in our Company encourages superior individual performance and enhances shareholder value. We also believe that a significant portion of the compensation of our senior management team should be directly linked to our performance. Consistent with this philosophy, during 2019, 76% of the total target compensation of our CEO, and 65% of the average total target compensation of our other NEOs was delivered in the form of performance-based short-term and long-term incentive awards. |
Our Current Stock Incentive Plan is Almost Depleted
We currently grant long-term incentive awards annually to our executives and key employees under our 2012 Stock Incentive Plan (the “2012 Plan”). However, we anticipate that, as of the date of the 2020 Annual Meeting, there will be less than 200,000 shares of common stock available for grant under the 2012 Plan. If the 2020 Plan is approved by our shareholders, no additional awards will be made from the 2012 Plan. However, all awards granted under the 2012 Plan that are still outstanding upon the approval of the 2020 Plan will remain outstanding and will continue to be subject to all of the terms and conditions of the 2012 Plan.
If the 2020 Plan is not approved by our shareholders, we will not have sufficient shares to support our long-term incentive program, which covers our NEOs and wide range of key employees who serve in significant roles at the Company. Consistent with the long-term incentive program applicable to our NEOs for 2020, our NEOs received time-based vesting restricted stock awards in March 2020 with a value representing 25% of their total award opportunity at the target level. The award opportunities under the 2020 program were the same as the award opportunities under the 2019 program. See 2019 Executive Incentive Compensation Program in the Compensation Discussion and Analysis section of this proxy statement. However, if shareholders do not approve the 2020 Plan, we will be unable to make performance-based awards to our NEOs for the 2020-2022 performance period and we will have to curtail future grants to the over 400 key employees who receive equity compensation as a significant part of their annual compensation. Consequently, the Company may be required to increase significantly the cash component of our incentive compensation program in order to remain competitive and adequately compensate our employees. We believe that this development would seriously undermine our ability to attract and retain key employees and our goal of creating an alignment of executive and shareholder interests. If the 2020 Plan is approved by shareholders, the Compensation Committee will consider performance-based restricted stock unit awards for the NEOs in June 2020 for the 2020-2022 performance period. See New Plan Benefits below.
Our Grant Practices Support Our Strategic Objectives
We use performance-based equity awards for our senior management team to reinforce the connection between results achieved and compensation earned. Our long-term incentive plan provides our NEOs with 75% of their annual awards in the form of performance-based restricted stock units that are earned over a three-year, forward looking performance period. For purposes of these awards, performance is measured relative to a comprehensive peer index using metrics that are critical to an investor’s evaluation of the Company such as 3-year earnings per share growth and 3-year average return on tangible common equity. Other key employees are considered annually for the grant of restricted stock awards. The awards are based on an evaluation of the individual employee’s role and performance assessment and provide a significant retention incentive through the use of a five-year vesting period.
Page 68
proposals to be voted on at the meeting |
The Share Reserve for the 2020 Plan is Consistent with Market Practice
The share reserve under the 2020 Plan reflects a balancing of the Company’s desire to continue granting equity awards with the interests of our shareholders in minimizing dilution. In determining the appropriate number of shares to make available under the Plan, the Compensation Committee considered the recommendation of Meridian Compensation Partners, LLC, its independent compensation consultant, and reviewed potential dilution and burn rate data, as well as the estimated value transfer cost of the 2020 Plan. The Company believes that the 2020 Plan share reserve representsanacceptablelevelofdilutiontoourexisting shareholdersinlightofthebenefitstoourfutureperformancethatweexpectthe2020 Plantosupport.
Burn Rate. Burn rate refers to how fast a company uses the supply of shares authorized for awards under its stock plans. The burn rate is calculated by dividing the number of shares subject to equity awards (stock and options) granted in a particular year by the weighted-average number of shares outstanding during the year. Over the last three years we have maintained an average burn rate of 1.66% of shares of common stock outstanding. Based on our current supermajorityburn rate and anticipating shares that will become available through forfeiture or cancellation, the additional 12,000,000 shares authorized upon approval of the 2020 plan are expected to cover awards over the next 4-5 years, a period which is consistent with market practice.
Overhang. Overhang is a measure commonly used to assess the dilutive impact of equity programs such as the proposed 2020Plan. A plan’s overhang is equal to the number of equity award shares outstanding plus the number of shares available to be granted, divided by a company’s total shares of common stock outstanding. Overhang shows how much existing shareholder ownership would be diluted if all outstanding stock and option awards and all authorized but unissued shares were introduced into the market. The additional 12,000,000 million shares being requested in this proposal would bring our aggregate overhang to approximately 4.5%, which we believe aligns with market practice in the banking sector.
The 2020 Plan Reflects a Strong Corporate Governance Framework
The design of the 2020 Plan reflects the Compensation Committee’s commitment to ensuring that the Company’s equity compensation program incorporates a strong corporate governance framework that is consistent with best practices. The 2020 Plan includes many provisions designed to protect shareholder interests and promote effective corporate governance, including the following:
➢ | The 2020 Plan expressly requires shareholder approval to increase the share reserve and does not include any “evergreen” provisions relating to the share reserve. The 2020 Plan also has a fixed term of 10 years. |
➢ | The 2020 Plan is administered by the Compensation Committee, which consists solely of independent directors. |
➢ | The 2020 Plan follows best practices with respect to share counting: |
✓ | Any shares surrendered to pay the option exercise price or satisfy tax withholding, or repurchased by the Company with option exercise proceeds, will not be added back to the 2020 Plan reserve. |
✓ | The Plan provides that the gross number of SARs exercised or settled, and not just the net shares issued upon exercise or settlement, will count against the aggregate limit on the number of shares that may be issued under the 2020 Plan. |
➢ | Awards under the 2020 Plan are subject to a minimum one-year vesting period with a limited exception for up to 5% of the available shares. |
➢ | Stock options and stock appreciation rights must be granted at the fair market value of the Company’s common stock on the grant date. |
➢ | Repricing of stock options and stock appreciations rights is prohibited without shareholder approval including by means of an exchange for a different type of award. |
➢ | The 2020 Plan incorporates a definition of "change in control" that relies on customary triggers to establish the occurrence of a “change in control” with respect to the Company, i.e., (i) a person acquiring beneficial ownership of Company securities |
Page 69
proposals to be voted on at the meeting |
representing 25% or more of Company common stock or the combined voting power of then outstanding securities of the Company; (ii) specified changes in the majority of the Board (not including the election of directors whose election or nomination was approved by a majority of the then incumbent Board); (iii) consummation of a reorganization, merger, share exchange, consolidation or other similar transaction, or a sale or other distribution of all or substantially all of the assets of the Company, unless the Company’s shareholders prior to the transaction continue to own at least 50% of the common stock or voting securities, no person owns greater than 25% of the common stock or voting securities, and a majority of the board of directors remain; or (iv) shareholder approval of a complete liquidation or dissolution. |
➢ | The 2020 Plan incorporates “double trigger” vesting for awards that are not replaced or assumed in connection with a change in control. If the awards are replaced or assumed, full vesting will only occur upon the participant’s subsequent involuntary termination, other than for cause (as defined in the 2020 Plan) or termination for good reason (as defined in the 2020 Plan) within two years of the change in control effective date. |
➢ | The 2020 Plan includes clawback provisions that are consistent with Company policy and applicable law. |
➢ | The 2020 Plan places an annual limit of $350,000 on the value of equity grants that can be made to any individual non-employee directors. |
Summary of the 2020 Plan
The following is a summary of the material provisions of the 2020 Plan. A copy of the 2020 Plan is attached to this Proxy Statement as Appendix A and is incorporated by reference into this Proxy Statement in its entirety. This summary is subject to the language of the 2020 Plan and the 2020 Plan will control if there is any inconsistency between this summary and the 2020 Plan.
Administration. The 2020 Plan will be administered by the Board or the Compensation Committee (the “Committee”), or any other committee of the Board or one or more of our officers to whom the Board or Committee has delegated authority,whicharecollectivelyreferredtoasthe“Administrator.”TheAdministratorwillhavetheauthoritytointerpretthe2020 Plan or award agreements entered into with respect to the 2020 Plan; make, change, and rescind rules and regulations relating to the 2020 Plan; make changes to, or reconcile any inconsistency in, the 2020 Plan or any award or agreement covering an award; and take any other needed to administer the 2020 Plan.
Eligibility; Non-Employee Director Award Limits. The Administrator may designate any of the following as a participant under the 2020 Plan: any officer or employee, or individuals engaged to become an officer or employee, of the Company or our affiliates; and consultantsoftheCompanyorouraffiliates,andourdirectors,includingournon-employeedirectors.Subjecttoadjustmentdescribedbelow, no non-employee director may begrantedawardsthat could result in suchParticipant receiving awards with a fair market value in excess of $350,000 in respect of any fiscal year of the Company. In general, fair market value is, on any date, based on the closing price of a share of Common Stock on the national securities exchange where the shares are traded or the preceding trading date if no trades occurred on the specified date.
Types of Awards. The2020 PlanpermitstheAdministratortograntstockoptions,stockappreciationrights,performanceshares, performanceunits,sharesofcommonstock,restrictedstock,restrictedstockunits,cashincentiveawards,dividendequivalentunits,or any other type of award permitted under the 2020 Plan. If the 2020 Plan is approved, then the Administrator may grant any type of awardtoanyparticipantitselects,butonlyouremployeesoroursubsidiaries’employeesmayreceivegrantsofincentivestockoptions withinthemeaningofSection422oftheInternalRevenueCodeof1986,asamended(the“Code”).Awardsmaybegrantedaloneorin addition to, in tandem with, or (subject to the repricing prohibition described below) in substitution for any other award (or any other awardgrantedunderanotherplanofourCompanyoranyaffiliate,includingtheplanofanacquiredentity).
Shares Reserved under the 2020 Plan. The 2020 Plan provides that 12,000,000 shares of our common stock are reserved for issuance under the 2020 Plan, plus the amount of shares available for issuance under the 2012 Plan on the effective date of the 2020 Plan, all of which are subject to adjustmentasdescribedbelow. It is estimated that less than 200,000 shares will be available for issuance under the 2012 Plan as of the date of the 2020 Annual Meeting. Wemayonlyissue12,000,000sharespursuanttotheexerciseofincentivestockoptions.Furthermore,if anysharessubjecttoawardsgrantedunderthe2012 Planwouldagainbecomeavailablefornewgrantsunderthetermsofthe 2012 plan if suchplanwerestillineffect, i.e., such as in the event of a forfeiture of a 2012 Plan award,thenthoseshareswillbeavailableunderthe2020
Page 70
proposals to be voted on at the meeting |
Plan (but only up to a maximum of 250,000 shares in each 12-month period beginning on the effective date of the plan),unless(1)wepurchasethesharesusingproceeds of option exercises, (2) they are shares tendered or withheld in payment of the exercise price of an option or in settlement of an outstanding stock appreciation right, or (3) they are shares tendered or withheld to satisfy federal, state, or local tax withholding obligations. The average rate of forfeiture under the 2012 Plan of shares that would be subject to the rules described in the preceding sentence is approximately 300,000 shares per year
The number of shares reserved for issuance under the 2020 Plan will be reduced on the date of the grant of any award by the maximum number of shares, if any, with respect to which such award is granted. However, an award that may settled solely in cash will not deplete the 2020 Plan share reserve at the time the award is granted. If (i) an award expires, is canceled, or terminates without issuance of shares or is settled in cash, (ii) the Administrator determines that the shares granted under an award will not be issuable because the conditions for issuance will not be satisfied, (iii) shares are forfeited under an award, or (iv) shares are issued under any award and we reacquire them pursuant to our reserved rights upon the issuance of the shares, then those shares are added back to the reserve and may again be used for new awards under the 2020 Plan. Shares that are tendered or withheld in payment of the exercise price of a stock option or as a result of the net settlement of an outstanding stock appreciation right, shares we purchase using proceeds from stock option exercises, and shares tender or withheld to satisfy any federal, state, or local tax withholding obligations may not reissued under the 2020 Plan.
Options. TheAdministratormaygrantstockoptionsanddeterminealltermsandconditionsofeachstockoption,whichinclude the number of stock options granted, whether a stock option is to be an incentive stock option or non-qualified stock option, and the grantdateforthestockoption.However,theexerciseprice of a stock optionmayneverbelessthanthefairmarketvalueof a share of common stock on the date of grant and the expiration date may not be later than 10 years after the date of grant. Stock options will be exercisable and vest at such times and be subject to such restrictions and conditions as are determined by the Administrator,includingwithrespecttothemannerofpaymentoftheexercisepriceofsuchstockoptions.
Stock Appreciation Rights. TheAdministratormaygrantstockappreciationrights(“SARs”).ASARistherightofaparticipant to receive cash in an amount, and/or common stock with a fair market value, equal to the appreciation of the fair market value of a shareofcommonstockduringaspecifiedperiodoftime.The2020 PlanprovidesthattheAdministratorwilldeterminealltermsand conditionsofeachSAR,including,amongotherthings:(i)whethertheSARisgrantedindependentlyofastockoptionorrelatestoa stockoption,(ii)thegrantprice,whichmayneverbelessthanthefairmarketvalueofourcommonstockasdeterminedonthedateof grant,(iii)atermthatmustbenolaterthan10yearsafterthedateofgrant,and(iv)whethertheSARwillsettleincash,commonstock or a combination of thetwo.
Performance and Stock Awards. The Administrator may grant awards of shares of common stock, restricted stock, restricted stockunits(“RSUs”),performanceshares,orperformanceunits.Restrictedstockmeanssharesofcommon stock that are subject to a risk of forfeiture and/or restrictions on transfer, which may lapse upon the achievement or partial achievement of performance goals (as described below) and/or upon the completion of a period of service. An RSU grants the participanttherighttoreceivecashand/orsharesofcommonstockthevalueofwhichisequaltothefairmarketvalueofoneshareof common stock, to the extent performance goals are achieved and/or upon the completion of a period of service. Performance shares givetheparticipanttherighttoreceivesharesofcommonstocktotheextentperformancegoalsareachieved.Performanceunitsgives theparticipanttherighttoreceivecashand/orsharesofcommonstockvaluedinrelationtoaunitthathasadesignateddollarvalueor the value of which is equal to the fair market value of one or more shares of common stock, to the extent performance goals are achieved.
The Administrator will determine all terms and conditions of the awards including (i) whether performance goals must be achieved for the participant to realize any portion of the benefit provided under the award, (ii) the length of the vesting and/or performance period, subject to the minimum vesting period requirement (described below), and, if different, the date that payment of the benefit will be made, (iii) with respect to performance units, whether to measure the value of each unit in relation to a designated dollar value or the fair market value of one or more shares of common stock, and (iv) with respect to performance shares, performance units, and RSUs, whether the awards will settle in cash, in shares of common stock (including restricted stock), or in a combination of the two.
Cash Incentive Awards. The Administrator may grant cash incentive awards. An incentive award is the right to receive a cash paymenttotheextentoneormoreperformancegoalsareachieved.TheAdministratorwilldeterminealltermsandconditionsofacash incentive award, including, but not limited to, the performance goals (as described above), the performance period, the potential amount payable, and the timing of payment.
Performance Goals. Forpurposesofthe2020 Plan,theAdministratormayestablishesperformancegoalswhichrelatetooneor moreofthefollowingmeasureswithrespecttoourCompanyoranyoneormoreofour
Page 71
proposals to be voted on at the meeting |
subsidiaries,affiliates,orotherbusinessunits and such goals may be established on an absolute or relative basis. Performancegoalsmayalsorelatetoaparticipant’sindividualperformance.TheAdministratorreservestherighttoadjust any performance goals or modify the manner of measuring or evaluating a performancegoal for any reason the Administrator determines is appropriate, including but not limited to: (i) by excluding the effects of charges for reorganizing and restructuring; discontinued operations; asset write-downs; gains or losses on the disposition of a business; or mergers, acquisitions or dispositions; and extraordinary, unusual and/or non-recurring items of gain or loss; (ii) excluding the costs of litigation, claims, judgments or settlements; (iii) excluding the effects of changes laws or regulations affecting reported results, or changes in tax or accounting principles, regulations or law; and (iv) excluding any accruals of amounts related to payments under the Plan or any other compensation arrangement maintained by the Company or anaffiliate.
Dividend Equivalent Units. The Administrator may grant dividend equivalent units. A dividend equivalent unit gives the participanttherighttoreceiveapayment,incashorsharesofcommonstock,equaltothecashdividendsorotherdistributionsthatwe pay with respect to a share of common stock. The Administrator will determine all terms and conditions of a dividend equivalent unit award, except that dividendequivalentunitsmaynotbegrantedinconnectionwithastockoptionorSAR,dividendequivalentunitawardsthatrelateto performancesharesorperformanceunitsmaynotprovideforpaymentpriortovestingofsuchsharesorunits,anddividendequivalent unitawardsgrantedintandemwithanotherawardmaynotincludevestingprovisionsmorefavorablethanthevestingprovisionsofthe tandemaward.
Other Stock-Based Awards. The Administrator may grant to any participant shares of unrestricted stock as a replacement for othercompensationtowhichsuchparticipantisentitled,suchasinpaymentofdirectorfees,inlieuofcashcompensation,inexchange for cancellation of a compensation right, or as abonus.
Minimum Vesting. All awards granted under the 2020 Plan must have a minimum vesting period of one year from the grant date, except for awards with respect to up to 5% of the total number of shares of common stock reserved under the 2020 Plan. The Administratormay,however,acceleratethevestingordeemanawardearned,inwholeorinpart,uponaparticipant’sdeath,disability, or, in the limited circumstances described below, atthetimeofachangeofcontrol.
Transferability. Awardsarenottransferable,includingtoanyfinancialinstitution,otherthanbywillorthelawsofdescentand distribution, unless the Administrator allows a participant to (i) designate in writing a beneficiary to exercise the award or receive payment under the award after the participant’s death, (ii) transfer an award to a former spouse as required by a domestic relations order incident to a divorce, or (iii) transfer an award without receiving anyconsideration.
Adjustments. If (i) we are involved in a merger or other transaction in which our shares of common stock are changed or exchanged; (ii) we subdivide or combines shares of common stock or declare a dividend payable in shares of common stock, other securities, or other property (other than stock purchase rights issued pursuant to a shareholder rights agreement); (iii) we effect a cash dividendthatexceeds10%ofthefairmarketvalueofashareofcommonstockoranyotherdividendordistributionintheformofcash or a repurchase of shares of common stock that our Board determines is special or extraordinary, or that is in connection with a recapitalizationorreorganization;or(iv)anyothereventoccursthatintheAdministrator’sjudgmentrequiresanadjustmenttoprevent dilution or enlargement of the benefits intended to be made available under the 2020 Plan, then the Administrator will, in a manner it deems equitable, adjust any or all of (A) the number and typeof sharessubjecttothe2020 Planandwhichmay,aftertheevent,bemadethesubjectofawards;(B)thenumberandtypeofsharesof common stock subject to outstanding awards; (C) the grant, purchase, or exercise price with respect to any award; and (D) the performance goals applicable to anaward. Inanysuchcase,theAdministratormayalsoprovideforacashpaymenttotheholderofanoutstandingawardinexchangeforthe cancellationofalloraportionoftheaward,subjecttothetermsofthe2020 Plan. The Administrator may, in connection with any merger, consolidation, acquisition of property or stock, or reorganization, authorizetheissuanceorassumptionofawardsupontermsandconditionswedeemappropriatewithoutaffectingthenumberofshares of common stock otherwise reserved or available under the 2020 Plan.
Effect of a Change in Control.
Awards Assumed by Successor. Uponachange incontrol(asdefined inthe2020 Plan), thesuccessororsurviving corporationmayagreeto assume some or all outstanding awards or replace them with the same type of award with similar terms and conditions, without the consent of any participant, subject to the followingrequirements:
i. | Each assumed award must qualify as a “replacement award” (as defined in the 2020 Plan) such that (i) it is of the same type as the replaced award or, if it is of a different type than the replaced award, the Committee (as constituted immediately prior to the change in control) finds such type acceptable; (ii) it has a value at least |
Page 72
proposals to be voted on at the meeting |
equal to the value of the replaced award; (iii) it relates to publicly traded equity securities listed on a U.S. national securities exchange of the Company or its successor in the change in control or another entity that is affiliated with the Company or its successor following the change in control; and (iv) its other terms and conditions are not less favorable to the participant than the terms and conditions of the replaced award (including the provisions that would apply in the event of a subsequent change in control). |
ii. | If the securities to which the awards relate after the change in control are not listed and traded on a national securities exchange, then (A) the participant will be provided the option, upon exercise or settlement of an award, to elect to receive, in lieu of the issuance of such securities, cash in an amount equal to the fair value equal of the securities that would have otherwise been issued and (B) for purposes of determining such fair value, no reduction will be taken to reflect a discount for lack of marketability, minority interest or any similar consideration. |
iii. | With respect to replaced awards, upon the participant’s termination of employment within two years following the change in control (A) by the successor or surviving corporation without cause (as defined in the 2020 Plan), (B) by the participant for good reason (as defined in the 2020 Plan) or (C) by reason of death or disability (as defined in the 2020 Plan), all of the participant’s awards that are in effect as of the date of such termination will vest in full or be deemed earned in full (assuming the target performance goals specified under such award were met, if applicable) as of the effective date of termination. In the event of any other termination of employment within two years after a change in control that is not described above, the terms of the applicable award agreement will apply. |
Awards Not Assumed by Successor. Totheextentthesuccessor as a result of the change in control transactiondoes notassumetheawardsorissuereplacementawards,thenimmediatelyprior to the date of the change in control:
i. | Each Option or SAR, other than a performance-based Option or SAR, that is then held by a Participant who is employed by or in the service of the Company or an affiliate will immediately vest, and, unless otherwise determined by the Board or Administrator, all Options and SARs will be cancelled on the date of the change in control in exchange for a cash payment equal to the excess of the change in control price (as defined below) of the Shares covered by the Option or SAR that is so cancelled over the purchase or grant price of such Shares under the award; provided, however, that all Options and SARs that have a purchase or grant price that is greater than the change in control price will be cancelled for no consideration; |
ii. | Restricted Stock and Restricted Stock Units that are not subject to performance-based vesting conditions will vest in full; |
iii. | All performance-based awards for which the performance period has expired will be paid based on actual performance (and assuming all employment or other requirements had been met in full). All outstanding performance-based awards that are not vested and as to which the level of the award depends upon the satisfaction of one or more performance goals will immediately vest and all performance goals will be deemed satisfied (A) by reference to the Company’s actual performance relative to such performance goals through the most recent date prior to the change in control for which the level of attainment of such performance goals can be determined by the Committee (as constituted immediately prior to the change in control) in its sole discretion or (B) if the Committee is unable to make such determination, at the target level of performance. The award will be settled in cash, Shares or a combination thereof, as determined by the Committee, within ten (10) days following such change in control (except to the extent that settlement of the award must be made pursuant to its original schedule in order to comply with Code Section 409A), notwithstanding that the applicable performance period, retention period or other restrictions and conditions have not been completed or satisfied. |
iv. | All Dividend Equivalent Units that are not vested will vest (to the same extent as the award granted in tandem with the Dividend Equivalent Unit, if applicable) and be paid; and |
v. | All other awards not described in the foregoing paragraphs above that are not vested will vest and if an amount is payable under such vested award, such amount will be paid in cash based on the value of the award. |
Term of Plan. UnlessearlierterminatedbytheBoard,the2020 Plan for a period of 10 years from the date of shareholder approval.
Termination and Amendment. TheBoardor the Administratormayamend,alter,suspend,discontinueor
Page 73
proposals to be voted on at the meeting |
terminatethe2020 Planat any time, subject to the followinglimitations: (i) theBoardmustapproveanyamendmenttothe2020 Planifsuchapprovalisrequiredbyprioractionofthe Board, applicable corporate law, or any other applicablelaw; (ii) shareholders must approve any amendment to the 2020 Plan, which may include an amendment to materially increase the numberofsharesreservedunderthe2020 Plan,ifsuchapprovalisrequiredbySection16oftheSecurities ExchangeActof1934,theCode,thelistingrequirementsofanyprincipalsecuritiesexchangeormarketonwhichtheshares are then traded, or any other applicable law;and (iii) shareholdersmustapproveanyamendmenttothe2020 Planthatwoulddiminishtheprotectionsaffordedbytheparticipant award limits or repricing and backdatingprohibition.
Subject to the requirements of the 2020 Plan, the Administrator may modify or amend any award or waive any restrictions or conditions applicable to any award or the exercise of the award, or amend, modify, or cancel any terms and conditions applicable to any award, in each case, by mutual agreement of the Administrator and the participant or any other person(s) that may have an interest in the award, so long as any such action does not increase the number of shares of common stock issuable under the 2020 Plan. The Administrator need not obtain participant (or other interested party) consent for any such action (i) that is permitted pursuant to the adjustment provisions of the 2020 Plan; (ii) to the extent the action is deemed necessary to comply with any applicable law or the listing requirements of any principal securities exchange or market on which our common stock is then traded; (iii) to the extent the action is deemed necessary to preserve favorable accounting or tax treatment of any award for us; or (iv) to the extent the action does not materially and adversely affect the value of an award or that such action is in the best interest of the affected participant or any other person(s) as may then have an interest in the award.
The authority of the Board and the Committee to terminate or modify the 2020 Plan or awards, and to otherwise administer the 2020 Plan, with respect to outstanding awards, will extend beyond the termination date of the 2020 Plan. In addition, termination of the 2020 Plan will not affect the rights of participants with respect to awards previously granted to them, and all unexpired awards will continue in force and effect after termination of the 2020 Plan except as they may lapse or be terminated by their own terms and conditions.
Repricing Prohibited. Exceptfortheadjustmentsprovidedforinthe2020 Plan,neithertheAdministratornoranyotherperson mayamendthetermsofoutstandingstockoptionsorSARstoreducetheirexerciseorgrantprice,canceloutstandingstockoptionsor SARs in exchange for stock options or SARs with an exercise or grant price that is less than the exercise or grant price of the awards being cancelled, or cancel outstanding stock options or SARs with an exercise or grant price above the current fair market value of a shareinexchangeforcashorothersecurities.Inaddition,theAdministratormaynotgrantastockoptionorSARwithagrantdatethat is effective prior to the date the Administrator takes action to approve suchaward.
Certain Federal Income Tax Consequences.
The following summarizes certain U.S. federal income tax consequences relating to the 2020 Plan under current tax law.
Stock Options.Thegrantofastockoptionwillcreatenoincometaxconsequencestousortherecipient.A participantwhoisgrantedanon-qualifiedstockoptionwillgenerallyrecognizeordinarycompensationincomeatthetimeofexercise inanamountequaltotheexcessofthefairmarketvalueofthecommonstockatsuchtimeovertheexerciseprice.The Companywillgenerally be entitled to a deduction in the same amount and at the same time as ordinary income is recognized by the participant. Upon the participant’s subsequent disposition of the shares of common stock received with respect to such stock option, the participant will recognizeacapitalgainorloss(long-termorshort-term,dependingontheholdingperiod)totheextenttheamountrealizedfromthe salediffersfromthetaxbasis,i.e.,thefairmarketvalueofthecommonstockontheexercisedate.
In general, a participant will recognize no income or gain as a result of exercise of an incentive stock option (except that the alternative minimum tax may apply). Except as described below, the participant will recognize a long-term capital gain or loss on the disposition of the common stock acquired pursuant to the exercise of an incentive stock option and the Company will not be allowed a deduction. If the participant fails to hold the shares of common stock acquired pursuant to the exercise of an incentive stock option for at least two years from the grant date of the incentive stock option and one year from the exercise date, then the participant will recognize ordinary compensation income at the time of the disposition equal to the lesser of (a) the gain realized on the disposition, or (b) the excess of the fair market value of the shares of common stock on the exercise date over the exercise price. The Company will generally be entitled to a deduction in the same amount and at the same time as ordinary income is recognized by the participant. Any additional gain realized by the participant over the fair market value at the time of exercise will be treated as a capital gain.
Stock Appreciation Rights.ThegrantofaSARwillcreatenoincometaxconsequencestousortherecipient.
Page 74
proposals to be voted on at the meeting |
Upontheexerciseor maturity of a SAR, the participant will recognize ordinary income equal to the amount of cash and the fair market value of any shares received. The Company generally be entitled to a corresponding deduction in the same amount and at the same time as the participant recognizes income. If shares are delivered under the SAR, upon the participant’s subsequent disposition of the shares, the participant willrecognizecapitalgainorloss(long-termorshort-term,dependingontheholdingperiod)totheextenttheamountrealizedfromthe dispositiondiffersfromtheshares’taxbasis,i.e.,thefairmarketvalueofthesharesonthedatetheparticipantreceivedtheshares.
Restricted Stock. Generally, a participant will not recognize income and the Company will not be entitled to a deduction at the time an award of restricted stock is made, unless the participant makes the election described below. A participant who has not made such an electionwillrecognizeordinaryincomeatthetimetherestrictionsonthestocklapseinanamountequaltothefairmarketvalueofthe restrictedstockatsuchtime.The Companywillgenerallybeentitledtoacorrespondingdeductioninthesameamountandatthesametimeasthe participantrecognizesincome.Anyotherwisetaxabledispositionoftherestrictedstockafterthetimetherestrictionslapsewillresultin acapitalgainorloss(long-termorshort-term,dependingontheholdingperiod)totheextenttheamountrealizedfromthesalediffers from the tax basis, i.e., the fair market value of the common stock on the date the restrictions lapse. Dividends paid in cash and received by a participant prior to the time the restrictions lapse will constitute ordinary income to the participant in the year paid and the Companywillgenerallybeentitledtoacorrespondingdeductionforsuchdividends.Anydividendspaidinstockwillbetreatedasanaward of additional restricted stock subject to the tax treatment describedherein.
A participant may, within 30 days after the date of the award of restricted stock, elect to recognize ordinary income as of the date of the award in an amount equal to the fair market value of such restricted stock on the date of the award (less the amount, if any, the participant paid for such restricted stock). If the participant makes such an election, then the Company will generally be entitled to a corresponding deduction in the same amount and at the same time as the participant recognizes income. If the participant makes the election, then any cash dividends the participant receives with respect to the restricted stock will be treated as dividend income to the participant in the year of payment and will not be deductible by us. Any otherwise taxable disposition of the restricted stock (other than by forfeiture) will result in a capital gain or loss. If the participant who has made an election subsequently forfeits the restricted stock, then the participant will not be entitled to deduct any loss. In addition, the Company would then be required to include as ordinary income the amount of any deduction that was originally claimed with respect to such shares.
Performance Shares. The grant of a performance share award will create no income tax consequences for us or the participant. Upon the participant’s receipt of shares after the end of the applicable performance period and any applicable vesting period, the participantwillrecognizeordinaryincomeequaltothefairmarketvalueofthesharesreceived,exceptthatiftheparticipantreceives shares of restricted stock in payment of performance shares, recognition of income may be deferred in accordance with the rules applicabletorestrictedstockasdescribedabove.Inaddition,theparticipantwillrecognizeordinarycompensationincomeequaltothe dividend equivalents, if any, paid on performance shares. The Company will generally be entitled to a deduction in the same amount and at the sametimeasincomeisrecognizedbytheparticipant.Upontheparticipant’ssubsequentdispositionoftheshares,theparticipantwill recognize capital gain or loss (long-term or short-term, depending on the holding period) to the extent the amount realized from the dispositiondiffersfromtheshares’taxbasis,i.e.,thefairmarketvalueofthesharesonthedatetheparticipantreceivedtheshares.
Performance Units and RSUs. The grant of a performance unit or RSU will create no income tax consequences to us or the participant. Upon the participant’s receipt of cash and/or shares at the end of the applicable performance or vesting period, the participantwillrecognizeordinaryincomeequaltotheamountofcashand/orthefairmarketvalueofthesharesreceived,andthe Companywill generallybeentitledtoacorrespondingdeductioninthesameamountandatthesametime.IfperformanceunitsorRSUsaresettledin whole or inpart inshares,upontheparticipant’ssubsequentdispositionofthesharestheparticipantwillrecognizeacapitalgainorloss(long-termor short-term,dependingontheholdingperiod)totheextenttheamountrealizedupondispositiondiffersfromtheshares’taxbasis,i.e., the fair market value of the shares on the date the employee received theshares.
Cash Incentive Awards.Aparticipantwhoispaidanincentiveawardwillrecognizeordinaryincomeequaltotheamountofcash paid,andthe Companywillgenerallybeentitledtoacorrespondingdeductioninthesameamountandatthesametime.
Other Stock Based Awards.Aparticipantwhoreceivessharesofcommonstockpursuanttoastockawardwillrecognizeordinary incomeequaltothefairmarketvalueofthesharesreceivedandthe Companywillgenerallybeentitledtoacorrespondingdeductioninthesame amountandatthesametime.Upontheparticipant’ssubsequentdispositionofthesharestheparticipantwillrecognizeacapitalgainor loss (long-term or short-term, depending on the holding period) to the extent the amount realized upon disposition differs from the tax basis of the shares,i.e.,thefairmarketvalueof
Page 75
proposals to be voted on at the meeting |
thesharesonthedatetheemployeereceivedtheshares.
Tax Withholding.Intheeventthatthe Companyoranaffiliate is requiredtowithholdanyfederal,stateorlocaltaxesorotheramounts inrespectofanyincomerecognizedbyaparticipantasaresultofthegrant,vesting,paymentorsettlementofanawardordisposition of any shares acquired under an award, we may satisfy such obligationby:
i. | Ifcashispayableunderanaward,deductingfromsuchcashpaymenttheamountneededtosatisfysuchobligation; |
ii. | Ifsharesareissuableunderanaward,thentotheextentthattheAdministratorapproves,(A)withholdingsharesofcommon stock having a fair market value equal to such obligation, or (B) allowing the participant to elect to (1) have the Company or an affiliate withholdsharesotherwiseissuableundertheaward,(2)tenderbacksharesreceivedinconnectionwithsuchaward, or (3) deliver other previously owned shares, in each case having a fair market value equal to the amount to be withheld. However, the amount to be withheld may not exceed the total statutory maximum federal, state, and local tax withholding obligationsassociatedwiththetransactiontotheextentneededforthe Company or an affiliatetoavoidanaccountingcharge;or |
iii. | Deductingtheamountneededtosatisfysuchobligationfromanywagesorotherpaymentsowedtotheparticipant,requiring suchparticipanttopaythe obligationincash,ormakingotherarrangementssatisfactorytousorouraffiliate. |
No Guarantee of Tax Treatment. Notwithstanding any provisions of the 2020 Plan, we do not guarantee that (i) any award intendedtobeexemptfromSection409AoftheCodeissoexempt,(ii)anyawardintendedtocomplywithSection409AorSection 422oftheCodedoessocomply,or(iii)anyawardwillotherwisereceiveaspecifictaxtreatmentunderanyotherapplicabletaxlaw, norinanysuchcasewillthe Company or an affiliateberequiredtoindemnify,defend,orholdharmlessanyindividualwithrespectto the tax consequences of anyaward.
Section 162(m) Limit on Deductibility of Compensation. Section 162(m) of the Code limits the Company’s deduction to $1 million of compensationpaidperpersonperyear,includingcompensationarisingfromawardsgrantedunderthe2020 Plan,withrespecttoany individualwhoservedas the Company’s ChiefExecutiveOfficerorChiefFinancialOfficeratanypointduringtheyear,orwhowasotherwise includedasoneofthethreeotherhighestpaidofficersinthe Company’s proxy for the fiscal year.
New Plan Benefits
Assuming shareholder approval of the 2020 Plan, the Compensation Committee intends to grant performance-based RSUs (“PBRSUs) to our CEO and other named executive officers covering the 2020-2022 performance period at the target level shown in the following table with award opportunities ranging from 50% to 150% of the target. The number of shares underlying each PBRSU award will be determined by reference to the closing price of the Company’s common stock on the grant date, which is expected to occur in mid-June 2020. The awards will be granted under terms consistent with awards with the 2020 Plan and will utilize the same performance metrics that the Committee applied to awards made in 2019 for the 2019-2021 performance period. See Compensation Discussion and Analysis for additional detail on the PBRSU awards made in 2019. These awards would have been made under the 2012 Plan in March 2020 as part of the Committee’s annual cycle for consideration of senior management long-term incentive awards but there were insufficient shares available under the 2012 plan to reserve for these grants. Except as noted in the table below, if the 2020 Plan is approved by shareholders, grants of awards to eligible participants will be made in the future by the Compensation Committee as it deems necessary or appropriate.
Executive | Grant Date Value of Expected PBRSU Award at Target ($) |
Mr. Ficalora | 2,100,000 |
Mr. Wann | 1,031,250 |
Mr. Cangemi | 637,500 |
Mr. Pinto | 432,250 |
Mr. Adams* | 412,500 |
* | Executive Vice President. John T. Adams was appointed to the position of Chief Lending Officer on January 1, 2020. The Compensation |
Page 76
proposals to be voted on at the meeting |
Committee has designated Mr. Adams as a participant in the Long-Term Incentive Program applicable to the Company’s named executive officers. |
Equity Compensation Plan Information
The following table provides information about our equity compensation plans as of December 31, 2019.
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a) | Weighted-average exercise price of outstanding options, warrants, and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
Equity compensation plans approved by security holders | -- | -- | 2,507,490 |
Equity compensation plans not approved by security holders | -- | -- | -- |
Total | -- | -- | 2,507,490 |
Vote Required
The affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting will be required to approve the New York Community Bancorp, Inc. 2020 Omnibus Incentive Plan. Abstentions will be treated as votes “against” the proposal. Broker non-votes will have no effect on the outcome of the vote.
Page 77
proposals to be voted on at the meeting |
PROPOSAL 6: Board Action to Eliminate the Classified Board in the Company’s Amended and Restated Certificate of Incorporation 79 | |
PROPOSAL 7: Director Term Limits82 | |
1The names, addresses and beneficial holdings of the
proponents and any co-sponsors to a proposal are
available to shareholders upon request by writing to
the Corporate Secretary at the address listed on page 20
of this proxy statement.
Page 78
proposals to be voted on at the meeting |
Proposal 6: Shareholder Proposal Requesting Board Action to Eliminate THE CLASSIFIED BOARD BY amending the Amended and Restated Certificate of Incorporation of the Company.
The following proposal was submitted by Kenneth Steiner of 14 Stoner Ave., 2M, Great Neck, NY 11021.
Mr. Steiner owns at least 500 shares of our common stock.
Shareholder Proposal
Proposal 6 — Elect Each Director Annually
RESOLVED, shareholders ask that our Company take all the steps necessary to reorganize the Board of Directors into one class with each director subject to election each year for a one-year term.
Arthur Levitt, former Chairman of the Securities and Exchange Commission said, “In my view it’s best for the investor if the entire board is elected once a year. Without annual election of each director shareholders have far less control over who represents them.”
A total of 79 S&P 500 and Fortune 500 companies, worth more than $ One trillion dollars, also adopted this important proposal topic since 2012. Annual elections are widely viewed as a corporate governance best practice. Annual election of each director could make directors more accountable, and thereby contribute to improved performance and increased company value.
Adoption of this proposal would be facilitated by the adoption of the simple majority vote shareholder proposal which won 75%-support at the 2019 NYCB annual meeting. The 2019 NYCB proxy hyped the “shareholder outreach” of NYCB. This so-called outreach was apparently clueless by not foreseeing the 75%-vote.
NYCB failed to cite any governance improvement as a result of its so-called “outreach.” NYCB directors seem to have abdicated in regard to governance and shareholder proposals have taken the lead in improving the governance of NYCB. NYCB adopted shareholder proxy access due to a shareholder proposal submitted by The City of New York Office of the Comptroller.
The timing is right to enhance the corporate governance of NYCB with this proposal and the other governance improvement proposal mentioned in this proposal that received 75%-support in 2019. In less than 5-years our stock price has fallen from $19 to $11. It is especially important for each director to stand for election annually since our Lead Director, Michael Levine, was rejected by 8% of shares in 2019 – double the typical director rejection vote.
Shareholder proposals have taken the lead in improving the governance of NYCB. NYCB did away with plurality voting standardafter shareholders gave 54%-support to a proposal by the California Public Employees’ Retirement System.
Elect Each Director Annually — Proposal 6
The Board’s Statement in Opposition The Board of Directors believes that that proposal is not in the best interests of shareholders and recommends a vote “Against” the proposal for the following reasons: ✓The Company’s Classified Board Provides Stability and Continuity and promotes Long-Term Goals and Objectives. ✓The Company’s Classified Board is Designed to Protect Shareholder Value and Provide Accountability to Shareholders. |
Page 79
proposals to be voted on at the meeting |
The Board of Directors recommends that shareholders vote against this shareholder proposal for a number of reasons, as discussed below.
Our Board, as stewards of shareholder interests, is committed to maximizing long-term shareholder value creation and to maintaining sound corporate governance principles consistent with current rules and practices. Under the leadership of the Nominating and Corporate Governance Committee, we have concentrated significant efforts and resources on ensuring that our overall corporate governance practices serve the best interests of the Company and its shareholders, focusing on the changing needs for financial institution boards in the current regulatory environment; we have taken into consideration the governance policies and practices of our peers; and we have also developed an active shareholder outreach program to better understand the views and concerns of our large shareholders. Our management and Board value direct and transparent engagement with our shareholders and regularly seek opportunities to obtain feedback in connection with our governance, management compensation, and strategies. We embrace shareholder engagement as an important tenet of good governance and we value the views of our shareholders and other stakeholders. |
Despite the proponent’s assertion that shareholder proposals have taken the lead in improving the Company’s governance, we have voluntarily implemented numerous corporate governance enhancements in recent years in response to our shareholder outreach program. For example, following the Company’s 2018 annual meeting of shareholders, shareholder feedback indicated that the Company’s Compensation Committee should be refreshed. In response to that feedback, our Board appointed three new members of the Compensation Committee, replacing the previous Chairman and all other members. Additionally, in 2016 we encouraged our shareholders to approve an amendment to our certificate of incorporation that would eliminate our classified board structure and allow all directors to be elected annually. The proposed amendment did not receive the requisite vote required to pass, and our Board of Directors has continued to assess the potential for the adoption of such a measure at a future annual meeting.
Through our ongoing shareholder outreach program, we have learned that, although some consistent themes exist, our shareholders have varying views on governance topics, and we have made efforts to balance the differing and sometimes contrasting viewpoints. Specifically, we have learned that while some shareholders favor declassification of our Board of Directors, others favor a Board whose members are elected to multiple classes every three years. Accordingly, after continued careful consideration, the Board has determined that the approval of the proposal would not serve to enhance shareholder value at this time for the reasons discussed below and, therefore, it is preferablenot in the best interests of the Company or its shareholders.
The Company’s Classified Board Provides Stability and Continuity and Promotes Long-Term Goals and Objectives
As provided for in the Company’s certificate of incorporation, the Company’s Board of Directors is currently divided into three separate classes, with each class of directors serving for a three-year term. Our Board of Directors believes that our classified Board structure creates stability and continuity that is in the best interests of the Company and its shareholders. This classified Board structure ensures that, at any given time, our Board of Directors is comprised of experienced directors who are familiar with the Company’s business, strategic goals and objectives, history, culture and market area. In addition, our three-year director terms are tailored to enable our existing and future directors to develop a substantive and meaningful understanding of the Company’s specific operations and goal, which better allows them to make long-term strategic decisions that are in the best interests of the Company and its shareholders.
Our classified Board structure also provides for orderly change alongside continuity as new directors with fresh perspectives interact and work with experienced directors. In the absence of a classified Board structure, the entire Board of Directors could be replaced in a single year with new directors who are not familiar with the Company’s business, strategic goals and objectives, history, culture and market area.
Our Board of Directors also believes that the Company’s classified Board structure also encourages directors to make decisions that are in the long-term interests of the Company and its shareholders by strengthening the independence of non-employee directors against the short-term focus of certain investors or special interest groups. In contrast, the annual election
Page 80
proposals to be voted on at the meeting |
of all directors can, in some cases, lead to short-term focus or a concentration on only immediate results, which can discourage or impair long-term strategic objectives and initiatives.
The Company’s Classified Board is Designed to Protect Shareholder Value and Provide Accountability to Shareholders
Our Board of Directors believes that the Company’s classified Board structure is also in the best interests of the Company and its shareholders because it would encourage Interested Stockholdershelps protect shareholder value and provides accountability to shareholders. The classified Board structure reduces the Company’s vulnerability to hostile and potentially abusive takeover tactics and better positions the Board to negotiate transaction terms that take into account the interestseffectively on behalf of all of the Company’s shareholders. While a classified Board alone does not preclude a successful takeover offer, staggered director terms may provide the Company with the time and opportunity to evaluate the fairness of a takeover proposal, to negotiate on behalf of all shareholders, and to weigh alternatives with the objective of maximizing overall shareholder value.
In addition, our Board of Directors believes that doour current classified Board structure does not sacrificein any way diminish the long-term successaccountability of directors to our shareholders. Our directors are committed to acting in the best interests of the Company for short-term benefits.
The proponent describes supermajority voting provisions as an “entrenching mechanism,” without further explanation or analysis. He also contends that supermajority voting provisionsand our shareholders, and are usedrequired by law to “block initiatives supported by most shareowners but opposed by a status quo management,” without offering a single example of when this has actually occurred, either at the Company or any other company. These statements demonstrate the proponents’ misunderstandingfulfill fiduciary duties owed to both, regardless of the purposelength of supermajority voting provisions which, as discussed above, are designed to prevent a simple majority of shareholders from taking actions that may be harmful to other shareholders and may have a long-lasting effect on the Company and its corporate governance.
Record of Strong Corporate Governance Structure.
Our Board of Directors is firmly committed to good corporate governance and has adopted a wide range of practices and procedures that promote effective Board oversight. The Board believes that the corporate governance concerns raised by the proponent are misplaced.their terms. Our Nominating and Corporate Governance Committee plays a significant role in ensuring director accountability by compiling data from the Board’s self-evaluation and peer review processes, evaluating shareholder communications and shareholder voting results, and reviewing commentary about Board governance and individual director performance from a variety of sources. The Nominating and Corporate Governance Committee also uses this information to inform the Board’s succession planning process in order to develop a thoughtful process that will enhance accountability by facilitating orderly change without disrupting the Company’s financial or operational performance.
Furthermore, our Board of Directors regularly consider corporate governance developments and recommend changes when appropriate to our Governance Documents. Somebelieves that, even with a classified Board, shareholders have considerable influence over the composition of the Company’s progressive governance policies and practices includeBoard of Directors. It is important to note that, our certificate of incorporation requires that nominees for director in uncontested elections receive a majority of the following:
We engagevotes cast in shareholder outreachrespect of their election as directors. If an election is uncontested, each of our director nominees has agreed to help us evaluate our corporate governance structure;
Directors aretender his or her irrevocable contingent resignation if he or she is not elected by a majority of votes cast in uncontested elections;
The Board has appointed an independent Lead Director who also chairs ourby shareholders. Our Nominating and Corporate Governance Committee will promptly consider the director’s resignation and presides over regular executive sessionsrecommend to our Board whether to accept or reject the resignation. Our Board will act on the Nominating and other meetingsCorporate Governance Committee’s recommendation within ninety days of the independentapplicable shareholder meeting and will then publically disclose its decision. This majority vote standard increases our directors’ accountability to our shareholders and provides our shareholders with increased influence over the election of directors serving on the Board;our classified Board.
In December 2010, the Board separated the positions of Chairman of the Board and Chief Executive Officer of the Company;
Page 67
| ||
In April 2015, the Company adopted a Hedging and Pledging Policy eliminating the ability of our directors and named executive officers to pledge common stock as collateral (certain pledge obligations that were in effect prior to our adoption of this policy in April 2015 were grandfathered from this prohibition).
The Board believes that the implementation of this proposal would adversely impact our carefully considered corporate governance practices and, therefore, is not necessary nor in the best interest of the Company and its shareholders. Consistent with current practice, our Nominating and Corporate Governance Committee and Board of Directors will continue to evaluate the future implementation of appropriate corporate governance measures. However, for the reasons discussed above, the Board does not believe it is in the best interests of shareholders or the Company to implement the shareholder proposal’s request for the lowest possible voting thresholds on all matters on which shareholders vote.
Conclusion
After careful considerationCompany to take action to effect the annual election of this proposal,directors is unnecessary and will eliminate the benefits of a classified Board believes that the limited supermajority voting provisions included in the Company’s Governance Documents, are reasonable, appropriate and in the best interests of shareholders asDirectors discussed above. The Board, therefore, recommends a whole, and urges shareholders to vote against theAGAINST this proposal.
.
Page 6881
proposals to be voted on at the meeting |
Proposal 7: Shareholder Proposal Regarding Director Age and Term Limits
PROPOSALS TO BE VOTED ON AT THE MEETING
The following proposal was submitted by Robin S. MaynardJeffrey L. Doppelt of 47 Plandome6 Grassfield Road, Manhasset,Great Neck, NY 11030. Ms. Maynard11024. Mr. Doppelt owns at least 2003,000 shares of our common stock.
Shareholder Proposal
To recommend to the Board of Directors to adopt a term limit to restrict the length of time an individual (other than the Chief Executive Officer) may serve as aindependent director as follows:
No individual with the exception of the Chief Executive Officer, may serve on the Board of Directors, as follows:
An independent director may not stand for more than five three-year termselection or re-election at an annual meeting that follows either (i) his or her 72nd birthday, or (ii) the 12th year anniversary of office. i.e., a maximum of fifteen years. This policy shall go into effect as to each current directorsuch director’s service on the date such person’s existing term expires.Board.
Supporting Statement
NYCB does not have any specific minimum qualification standards for director nominees, although the goal of the Nominating and Governance Committee is to nominate people who will “enhance the Company’s success and represent shareholder interests.” The committee, however, has relied chiefly onre-nominating the same incumbent individual directors over and over again. Currently,As a result, six of the ten membersnine non-executive directors have served for between 11over twelve years and 23 years. Unfortunately, the committee’s decision to continue to nominate “long-tenured directors” has not served its shareholders well. Total shareholder return is sharply down. Shareholders lost 13.8%, in 2017 as compared to NYCB’s industry peer index, SNL U.S. Bank and Thrift Index, which was up 17.6%. Nor do the results look better when considered over a longer periodmore than half of the last five years. Boards functionboard members are in their 70s and 80s. This situation is not optimal. A board functions best when it is refreshed with new board members, who can bring fresh ideas and new perspectives are incorporated,to the job of steering the company towards improving shareholder value. This proposal, which imposes an age limit and thus term limits make sense. Permitting directors to serve no more than five terms lasting three years each (or a maximum of fifteen yearsservice limit, is beneficial in total),refreshing the board, while reasonably accommodatesaccommodating the competing goal of maintaining continuity and institutionalinstitution knowledge. Doing the same thing over and over again and expecting different results is at best indolent, and at worst, a violation of the fiduciary duties of good faith and due care.
The Board’s Statement in Opposition
The Board of Directors believes that the proposal is not in the best interests of shareholders and recommends a vote “Against” the proposal for the following reasons:
The Board’s Statement in Opposition The Board of Directors believes that the proposal is not in the best interests of shareholders and recommends a vote “Against” the proposal for the following reasons: ✓Experienced Directors Support the Company’s Long-Term Approach to Creating Shareholder Value. |
✓ | Our Board of Directors Adequately Considers Director Tenure. |
The Board of Directors recommends that shareholders vote against this shareholder proposal for a number of reasons, as discussed below. After careful consideration, the Board has determined that adopting this
At the Company’s 2019 annual meeting of shareholders, a shareholder proponent submitted a similar shareholder proposal requesting that the Company adopt director term limits. That shareholder proposal was opposed by our Board of Directors and was overwhelmingly rejected by our shareholders, with 89.4% of the votes cast on the matter voting against the approval of the proposal. The Board continues to believe that the adoption of director term limits, based on either age or tenure, would not serve to enhance shareholder value and, therefore, it is not in the best interests of the Company or its shareholders. |
The Board believes that imposing a mandatory director retirement age or mandatory limits on director tenure is not in the best interests of the Company and its shareholders because such term limits would arbitrarily deprive the Company of qualified, experienced and effective directors. The proponent cites no evidence that the Company’s performance has been hampered by director age or tenure, that arbitrary limits on director age or tenure would lead to improved results, or that the Company’s existing processes cannot be relied upon to ensure a proper composition of the Board of Directors going forward. The Board further understands that only a small minority of public companies in the United States has mandatory director term limits.limits
Page 82
proposals to be voted on at the meeting |
Experienced Directors Support the Company’s Long-Term Approach to Creating Shareholder Value
The Company’s Board of Directors takes a long-term approach to generate shareholder value. Our longest-tenured directors, whose terms exceed 12 years, have overseen the growth of the Company from a modest financial institution serving Queens County, New York, to a financial services company with total consolidated assets of $53.6 billion at December 31, 2019 and with eight local divisions and 238 branches in Metro New York, New Jersey, Ohio, Florida, and Arizona. These long-serving outside directors continue to bring important experience and institutional knowledge to the Board regarding the Company and its operations, which is a valuable asset to the Company and its shareholders due to the complex nature of the issues that our Board faces in connection with its oversight of the Company. The imposition of director term limits would deprive the Company of directors whose tenure has given them an important perspective on the development and implementation of the Company’s historical operations and long-term growth strategies. |
Page 69
| ||
Our Board of Directors Adequately Considers Director Age and Tenure
Rather than adopting fixed term limits, the Board of Directors believes it is more beneficial to periodically review the Board’s effectiveness and composition to ensure that the skill mix of directors adequately matches the evolving nature of the Company’s business. The Board appreciates that an increasing number of shareholders view the age and tenure of directors, individually and as a group, as a relevant consideration in director elections. Our Nominating and Corporate Governance Committee, which is composed exclusively of independent directors with an average tenure of less than ten10 years, oversees an annual evaluation process for the Board of Directors and its committees. That evaluation process includes consideration of director age and tenure. The Nominating and Corporate Governance Committee also reviews director age and tenure as for purposes of director succession planning and as one factorfactors in determining whether Board members should be nominated forre-election.
As a result of these practices, and the Company’s growth, the Company has replenished its Board with new members who bring unique perspectives, including by adding five independent directors since 2007, reducing the average tenure for all independent directors to less than 1014 years. Two of the longest-tenured Board members (over 20 years) are the Company’s Chief Executive Officer, Joseph R. Ficalora, and Chairman of the Board, Dominick Ciampa, both of whom the Board believes currently make invaluable contributions to the Board.
Conclusion
The Board believes that thisthe proposal’s limitation onrequest to implement director tenureterm limits is unnecessary and counterproductive to the Board’s ability to nominate for shareholder approval the best candidates to lead the Company. The Board, therefore, recommends a vote AGAINST this proposal.proposal
Page 7083
additional information |
|
Shareholder Proposals
To be considered for inclusion in the Company’s proxy statement and form of proxy relating to the annual meeting of shareholders to be held in 2020,2021, a shareholder proposal must be received by the Corporate Secretary of the Company, at the address set forth on page 1920 of this proxy statement, no later than December 27, 2019.25, 2020. If such annual meeting is held on a date more than 30 days from June 4, 2020,3, 2021, a shareholder proposal must be received within a reasonable time before the Company begins to print and mail its proxy solicitation materials for such annual meeting. Any such proposal will be subject to the proxy rules adopted by the SEC.
Proxy Access Nominations
Any shareholder (or group of no more than 20 shareholders) meeting the Company’s continuous ownership requirements set forth in our Bylaws who wishes to nominate a candidate or candidates for election for up to 20% of our Board and to require the Company to include such nominee(s) in our 20192021 proxy statement, must submit such nomination and request by no earlier than November 27, 201925, 2020 nor later than December 27, 2019.25, 2020. The nomination and supporting materials must also comply with the requirements set forth in ourBy-laws for inclusion of director nominees in the proxy statement.
Notice of Business to be Conducted at an Annual Meeting
The Bylaws of the Company, a copy of which may be obtained from the Company, set forth the procedures by which a shareholder may properly bring business before a meeting of shareholders. Pursuant to the Bylaws, only business brought by, or at the direction of, the Board of Directors may be conducted at a special meeting. The Bylaws of the Company provide an advance notice procedure for a shareholder to properly bring business before an annual meeting. The shareholder must give written advance notice to the Corporate Secretary of the Company not less than 90 days before the date originally fixed for such meeting;provided, however, that in the event that less than 100 days’days' notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder, to be timely, must be received not later than the close of business on the tenth day following the date on which the Company’s notice to shareholders of the annual meeting date was mailed or such public disclosure was made.
Attendance at the Annual Meeting
If you
The 2020 Annual Meeting of Shareholders will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/NYCB2020. We are a holder of recordcommitted to ensuring that shareholders will be afforded the same rights and planopportunities to participate as they would at an in-person meeting. You will be able to attend the Annual Meeting, please indicate this when you vote. The top halfmeeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/NYCB2020. We will try to answer as many shareholder-submitted questions as time permits that comply with the meeting rules of conduct. However, we reserve the proxy card is your admission ticket. When you arrive atright to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.
To participate in the Annual Meeting, you will be asked to present this admission ticket and photo identification, such as a driver’s license. If you hold your Common Stock in street name,virtual meeting, you will need proof of ownershipthe 16-digit control number included on your Notice, proxy card or voting instruction form. The meeting webcast will begin promptly at 10:00 a.m., Eastern Daylight Time. We encourage you to be admittedaccess the meeting prior to the Meeting. A recent brokerage statement or a letter from your bank or broker are examples of proof of ownership.start time. Online check-in will begin at 9:00 a.m., Eastern Daylight Time, and you should allow ample time for the check-in procedures. If you want to vote your Common Stock held in street name in person, you must get a written proxy in your name fromencounter any difficulties accessing the broker, bank,virtual meeting during the check-in or other nomineemeeting time, please call the technical support number that holds your shares.will be posted on the Virtual Shareholder Meeting login page. Technical support will be available beginning at 9:30 a.m. Eastern Daylight Time on June 3, 2020 and will remain available until the meeting has ended.
Other Matters Which May Properly Come Before the Annual Meeting
The Board of Directors knows of no business that will be presented for consideration at the Annual Meeting other than as stated in the Notice of Annual Meeting of Shareholders. If, however, other matters are properly brought before the Meeting, it is the intention of the members of the Proxy Committee to vote the shares represented thereby on such matters in accordance with their best judgment.
Whether or not you intend to be present at the Annual Meeting, you are urged to sign, date, and return your proxy card, or to vote via the Internet or by telephone, promptly. If you are then present and wish to vote your shares in person, your original proxy may be revoked by voting at the Annual Meeting.
Page 84
additional information |
Online Delivery of Proxy and Other Materials
We have elected to take advantage of SEC rules that allow companies to furnish proxy materials to their shareholders on the Internet. We believe that these rules allow us to provide our shareholders with the information they need to vote at our Annual Meeting, while also reducing the costs of delivery and reducing the environmental impact of producing and distributing the related proxy materials.
Since April 25, 2019,24, 2020, the proxy materials for the 20192020 Annual Meeting (which include the 20182019 Annual Report to Shareholders) have been available at the following web site: www.proxyvote.com.www.proxyvote.com. Shareholders who wish to receive a printed copy of the proxy materials available on this web site may request copies in any of the following ways: (i) via the Internet, at www.proxyvote.com; (ii) by telephone, at1-800-579-1639; or (iii) by sending ane-mail to sendmaterial@proxyvote.com. Shareholders who are not eligible to vote at the Annual Meeting may find our 20182019 Annual Report to Shareholders and the Notice of 20192020 Annual Meeting of Shareholders and Proxy Statement on the Investor Relations portion of our Company website,www.myNYCB.com.
Page 71
| ||
We encourage all of our shareholders who have Internet access to receive future proxy materials online rather than through the U.S. mail delivery system. By electing to receive our materials electronically, you will be supporting our efforts to reduce expenses and thus add to shareholder value. Other benefits of this service include:
✓ | Receiving shareholder communications, including the Company’s annual report to shareholders and proxy statement, as soon as they are available, thus eliminating the need to wait for them to arrive by mail; |
|