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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 25, 2006
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ASTORIA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 001-11967 11-3170868
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
ONE ASTORIA FEDERAL PLAZA, LAKE SUCCESS, NEW YORK 11042-1085
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (516) 327-3000
NOT APPLICABLE
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange
Act (17 CFR 240.14a-12(b))
[ ] 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))
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ITEMS 2 THROUGH 9 NOT APPLICABLE.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
This report is filed to amend a report previously filed on
January 26, 2006 and includes the participants in the Plan and the corrected
position held with the company.
The Board of Directors of Astoria Financial Corporation, hereafter the
Company, previously adopted and the shareholders of the Company, on May 19,
2004, approved the Astoria Financial Corporation Executive Officer Annual
Incentive Plan, as amended. A copy of the Plan has been filed with the
Securities and Exchange Commission as an exhibit to the Company's Definitive
Proxy Statement dated and filed on April 16, 2004.
At a meeting held on January 25, 2006, the Compensation Committee of
the Company authorized and approved the payment of cash bonuses for fiscal year
2005 pursuant to the terms of the Plan and the Company's performance relative to
the Corporate Performance Objectives established by the Committee in January
2005. The Corporate Performance Objectives utilized for 2005 were performance
relative to diluted earnings per common share and return on average
shareholders' equity. The participants in the Plan, their positions with the
Company and the amount of the bonuses paid for 2005 are as follows:
a) George L. Engelke, Jr., Chairman, President and Chief Executive
Officer - $790,125,
b) Gerard C. Keegan, director, Vice Chairman and Chief
Administrative Officer - $269,825,
c) Alan P. Eggleston, Executive Vice President, Secretary and
General Counsel - $225,750,
d) Arnold K. Greenberg, Executive Vice President - $248,862.50,
e) Gary T. McCann, Executive Vice President - $201,562.50 and
f) Monte N. Redman, Executive Vice President and Chief Financial
Officer - $306,375.
At its meeting on January 25, 2006, the Compensation Committee of the
Company deferred until a later date the establishment of the Corporate
Performance Objectives to be utilized with respect to the participants noted
above for fiscal year 2006.
The Compensation Committee, at its meeting of January 25, 2006, also
reviewed the directors fees paid to its directors for their service as directors
of the Company and Astoria Federal Savings and Loan Association, the Company's
wholly owned subsidiary. As part of such review, the committee considered, among
other things, the total compensation, including cash, equity and other benefits
provided to the Company's directors and a comparable review of total
compensation paid to directors of a select peer group of comparable thrift
institutions and their holding companies. As a result of this review, no changes
in director compensation were recommended to the Board of Directors by the
Committee, except to increase the annual retainer of the Chairman of the
Compensation Committee, Denis J. Connors, from $5,000 to $10,000 and to increase
the annual retainer of the Chairman of the Audit Committee, Thomas J. Donahue,
from $10,000 to $15,000. Such annual retainers compensate for service as the
chairmen of such committees both for the Company and Astoria Federal Savings and
Loan Association.
The Board of Directors of the Company, at its meeting also held on
January 25, 2006, confirmed and ratified both the payment of the above
referenced bonuses for 2005 and the recommended increase in the annual retainers
noted above.
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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.
ASTORIA FINANCIAL CORPORATION
By: /s/ Peter J. Cunningham
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Peter J. Cunningham
First Vice President and
Director of Investor Relations
Dated: January 27, 2006
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