Date of report (Date of earliest event reported): May 18, 2026
Valley National Bancorp
(Exact Name of Registrant as Specified in Charter)
New Jersey
1-11277
22-2477875
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)
One Penn Plaza,
New York,
New York
10119
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code (973) 305-8800
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 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbols
Name of exchange on which registered
Common Stock, no par value
VLY
The Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series A, no par value
VLYPP
The Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series B, no par value
VLYPO
The Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series C, no par value
VLYPN
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ☐
Item 5.07
Submission of Matters to a Vote of Security Holders.
Valley National Bancorp (the “Company”) held its Annual Meeting of Shareholders on May 18, 2026 (the “Meeting”). On the record date of March 23, 2026, there were 554,316,876 shares of the Company’s common stock outstanding. A total of 498,025,239 shares were present or represented by proxy at the Meeting. The Company’s shareholders took the following actions:
Proposal #1 – Voted on the election of 11 persons, named in the Proxy Statement, to serve as directors of the Company for the ensuing year constituting the entire Board of Directors. The following is a list of directors elected at the Annual Meeting with the number of votes cast “For,” and “Against” each director nominee, as well as the number of abstentions and broker non-votes.
Name
For
Against
Abstained
Broker Non-Votes
Eyal Efrat
437,750,701
1,333,345
448,187
58,493,006
Peter V. Maio
438,035,299
1,109,155
387,779
58,493,006
Kathleen C. Perrott
437,745,326
1,344,761
442,146
58,493,006
Ira Robbins
435,472,585
3,628,954
430,694
58,493,006
Nitzan Sandor
435,712,185
3,172,795
647,253
58,493,006
Suresh L. Sani
432,286,871
6,675,699
569,663
58,493,006
Lisa J. Schultz
435,823,415
3,153,695
555,123
58,493,006
Jennifer W. Steans
436,676,922
2,399,113
456,198
58,493,006
Carlos J. Vázquez
437,763,090
1,196,709
572,434
58,493,006
Jeffrey S. Wilks
434,114,566
4,881,078
536,589
58,493,006
Dr. Sidney S. Williams, Jr.
434,601,488
3,871,728
1,059,017
58,493,006
Proposal #2 – Approved, on an advisory basis, the compensation of the Company’s named executive officers. The number of votes cast “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, was as follows:
Number of Votes
For
428,491,622
Against
8,976,268
Abstained
2,064,343
Broker Non-Votes
58,493,006
Proposal #3 – Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The number of votes cast “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, was as follows:
Number of Votes
For
495,529,819
Against
1,904,015
Abstained
591,405
Broker Non-Votes
0
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.