Attached files
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| EX-99.1 - ASTORIA FINANCIAL CORP | v167013_ex99-1.htm |
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): November 18, 2009
ASTORIA
FINANCIAL CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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001-11967
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11-3170868
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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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))
ITEMS
1 THROUGH 4 AND ITEMS 6 THROUGH 8 NOT APPLICABLE.
Item
5.02(d). Election
of Directors
At
meetings of the Boards of Directors of Astoria Financial Corporation (the
“Company”) and its wholly owned subsidiary, Astoria Federal Savings and Loan
Association (the “Association”) held on November 18, 2009, the Boards of
Directors of the Company and the Association each elected Mr. John R. Chrin
effective December 16, 2009 to fill the vacant seat created by the retirement of
Leo J. Waters, effective on the close of the regular Board of Directors’
meetings held on November 18, 2009, due to his having reached mandatory
retirement. In each case, Mr. Chrin was elected to the class of directors who
will serve until the respective annual meeting of shareholders of the Company
and the Association held in 2010, and, in any case, until their successors are
duly elected and qualified.
Mr. Chrin
was not appointed to serve on any committees of the Board of Directors of the
Company or the Association at this time.
A press
release announcing Mr. Chrin’s election to the Boards of Directors of the
Company and the Association and describing Mr. Chrin’s background is attached as
Exhibit 99.1 and is incorporated by reference herein.
Mr. Chrin
does not have any direct or indirect interest in any transactions which would
require disclosure by the Company pursuant to Securities and Exchange Commission
Regulation S-K Item 404(a).
It is
anticipated that at its meeting scheduled for December 11, 2009, the
Compensation Committee of the Company will consider awarding to Mr. Chrin 2,000
shares of restricted Company common stock (par value $0.01 per share) as a
discretionary grant pursuant to the Astoria Financial Corporation 2007
Non-Employee Director Stock Plan, which was previously approved by the Company’s
shareholders. The shares, if awarded, will include both dividend and voting
rights, will vest on February 2, 2012, or earlier upon Mr. Chrin’s death,
disability or Mandatory Retirement or Involuntary Termination, both as defined
in the Plan, or in the case of a Change of Control, as also defined in the
Plan.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
The following Exhibit is filed as part
of this report:
Exhibit
99.1 Press
release dated November 18, 2009.
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.
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ASTORIA
FINANCIAL CORPORATION
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By:
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/s/ Alan P. Eggleston | |
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Alan
P. Eggleston
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Executive
Vice President, Secretary and General Counsel
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Dated: November
18, 2009
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EXHIBIT
INDEX
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Exhibit Number
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Description
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99.1
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Press
release dated November 18, 2009.
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