UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 21, 2021
NEW YORK COMMUNITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware | 1-31565 | 06-1377322 | ||
(State or other jurisdiction of incorporation or organization) | Commission File Number | (I.R.S. Employer Identification No.) |
102 Duffy Avenue, Hicksville, New York 11801
(Address of principal executive offices)
(516) 683-4100
(Registrant’s telephone number, including area code)
615 Merrick Avenue, Westbury, New York 11590
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.01 par value per share | NYCB | New York Stock Exchange | ||
Bifurcated Option Note Unit Securities SM | NYCB PU | New York Stock Exchange | ||
Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock, $0.01 par value | NYCB PA | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
CURRENT REPORT ON FORM 8-K
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On July 21, 2021 New York Community Bancorp, Inc. (the “Company”) approved certain planned changes to its Senior Executive Leadership Team that will become effective following and subject to the completion of the planned Flagstar Bancorp, Inc. merger (the “Merger”). As part of such planned changes, the Company approved the collapsing of the Chief Operating Officer position following and subject to the completion of the planned Merger.
Following the elimination of the Chief Operating Officer position, Robert Wann, who currently serves as the Company’s Senior Executive Vice President and Chief Operating Officer will no longer serve in this capacity but will remain on the Company’s Board of Directors.
Item 7.01 | Regulation FD Disclosure |
On July 21, 2021 the Company distributed an internal memo to its employees announcing the its Senior Executive Leadership Team following and subject to the completion of the planned Merger. A copy of the internal memo is attached hereto as Exhibit 99.1 and is furnished herewith.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
Number | Description | |
Exhibit 99.1 | Internal Employee Memo Dated July 21, 2021. | |
Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 23, 2021 | NEW YORK COMMUNITY BANCORP, INC. | |||||
/s/ Salvatore J. DiMartino | ||||||
Salvatore J. DiMartino | ||||||
Senior Managing Director | ||||||
Director, Investor Relations and Strategic Planning |