8-K

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): June 1, 2023

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)

Not applicable

(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

(e) On June 1, 2023, the shareholders of New York Community Bancorp, Inc. (the “Company”) approved an amendment to the Company’s 2020 Omnibus Incentive Plan (the “Plan”) to increase the shares reserved for issuance under the Plan by 17.5 million shares. A copy of the Plan reflecting the amendment was included as an appendix to the definitive proxy materials for the Company’s 2023 annual meeting of shareholders that were filed with the Securities and Exchange Commission on April 21, 2023.

Item 5.07 Submission of Matters to a Vote of Security Holders

(a)

The annual meeting of shareholders (the “Meeting”) of the Company was held on Thursday, June 1, 2023, virtually via webcast, pursuant to notice duly given.

(b)

At the close of business on April 4, 2023, the record date for the determination of shareholders entitled to vote at the Meeting, there were 722,150,297 shares of the Company’s common stock, each share being entitled to vote, constituting all of the outstanding voting securities of the Company.

(c)

At the Meeting, the holders of 577,465,927 shares of the Company’s common stock were represented in person or by proxy constituting a quorum.

(d)

The matters considered and voted on by the Company’s shareholders at the Meeting, and the vote itself, were as follows:

The following individuals were elected as directors, each for a three-year term, by the following vote:


Name	Shares Voted For	Shares Voted Against	Abstentions
Alessandro P. DiNello	438,771,588	10,239,108	2,308,623
Leslie D. Dunn	424,027,400	24,977,848	2,314,071
Lawrence Rosano, Jr.	435,102,903	13,980,784	2,235,632
Robert Wann	440,191,945	8,824,625	2,302,749