SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14a INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-12 ASTORIA FINANCIAL CORPORATION - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) N/A - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) 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 Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement no.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ [COMPANY LOGO] NEWS One Astoria Federal Plaza, Lake Success, NY 11042-1085 (516) 327-3000 RELEASE Contact: Peter J. Cunningham First Vice President, Investor Relations 516-327-7877 ir@astoriafederal.com FOR IMMEDIATE RELEASE - --------------------- INSTITUTIONAL SHAREHOLDER SERVICES (ISS) RECOMMENDS SHAREHOLDERS VOTE FOR APPROVAL OF ASTORIA'S 2005 STOCK INCENTIVE PLAN Lake Success, New York, May 9, 2005 -- Astoria Financial Corporation (NYSE: AF), announced that Institutional Shareholder Services Inc. ("ISS"), widely recognized as a leading independent proxy advisory and corporate governance rating firm, has recommended a vote FOR the approval of Astoria's 2005 Re-designated, Amended and Restated Stock Incentive Plan ("the Plan"). Commenting on the ISS recommendation, George L. Engelke, Jr., Astoria's Chairman, President & CEO said, "We are extremely pleased that the independent evaluation and analysis of our Stock Incentive Plan by ISS supports the Board of Directors' recommendation to vote FOR the approval of the Plan, which will provide the Compensation Committee and the Board with the additional flexibility to fashion compensation programs which are considerate of the interests of all shareholders and competitive with programs provided at comparable institutions." ISS has also recommended a vote FOR the election of all of Astoria's nominees for director and the ratification of the appointment of Astoria's independent registered public accounting firm. Astoria Financial Corporation, the holding company for Astoria Federal Savings and Loan Association, with assets of $23.3 billion is the fifth largest thrift institution in the United States. Established in 1888, Astoria Federal is the largest thrift depository headquartered in New York with deposits of $12.6 billion and embraces its philosophy of Putting people first by providing the customers and local communities it serves with quality financial products and services through 86 convenient banking office locations and multiple delivery channels, including its enhanced website, www.astoriafederal.com. Astoria Federal commands the fourth largest deposit market share in the attractive Long Island market, which includes Brooklyn, Queens, Nassau and Suffolk counties with a population exceeding that of 39 individual states. Astoria Federal originates mortgage loans through its banking offices and loan production offices in New York, an extensive broker network in twenty-three states, primarily the East Coast and the District of Columbia, and through correspondent relationships in forty-four states and the District of Columbia. # # #