VALLEY NATIONAL BANCORP 8-K

What Happened

• Valley National Bancorp (VLY) filed an 8-K reporting results from its Annual Meeting of Shareholders held May 18, 2026. On the March 23, 2026 record date there were 554,316,876 shares outstanding and 498,025,239 shares were present or represented by proxy at the meeting.
• All 11 director nominees named in the proxy were elected. For votes for individual nominees ranged from about 432.3 million to 438.0 million; broker non‑votes of 58,493,006 were recorded for each director vote.
• Shareholders approved, on an advisory basis, the compensation of the company’s named executive officers (say-on-pay) and ratified KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026.

Key Details

• Record date and voting participation: 554,316,876 shares outstanding; 498,025,239 shares voted or represented.
• Director elections: all 11 nominees elected; For votes ranged approximately 432,286,871–438,035,299; each director vote showed 58,493,006 broker non‑votes.
• Advisory executive compensation vote (say-on-pay): For 428,491,622; Against 8,976,268; Abstained 2,064,343; Broker non‑votes 58,493,006.
• Auditor ratification: KPMG LLP ratified with For 495,529,819; Against 1,904,015; Abstained 591,405; no broker non‑votes.

Why It Matters

• Board continuity: Re-election of the full slate of directors maintains existing leadership and oversight, which can affect strategy and governance continuity.
• Governance signals: Strong support for the advisory pay vote (large For majority) and decisive ratification of KPMG as auditor reduce near‑term governance uncertainty.
• Voting mechanics: The presence of significant broker non‑votes (58.5M) reflects shares held in street name where brokers did not exercise discretionary voting on certain matters; that can affect the effective voting base for contested or non‑routine items.