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): May 28, 2015

STERLING BANCORP

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (845) 369-8040

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):

On May 28, 2015, Sterling Bancorp (the “Company”) held its 2015 Annual Meeting of Stockholders, at which the Company’s stockholders approved an amendment and restatement to the Company’s Certificate of Incorporation to declassify the Board of Directors and require that each director stand for election annually. A copy of the Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference. A copy of the Amended and Restated Bylaws (the “Bylaws”), also amended as of May 28, 2015 to declassify the Board of Directors, is attached hereto as Exhibit 3.2 and incorporated herein by reference.

On May 28, 2015, the Company held its 2015 Annual Meeting of Stockholders, at which the Company’s stockholders considered five (5) proposals, each of which is described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on April 17, 2015. There were 91,116,610 outstanding shares entitled to vote and there were 85,045,594 shares present in person or by proxy, representing 93% of the shares outstanding and entitled to vote. The voting results are presented below.

1. Election of all current directors for a one (1) year term until their successors are elected and qualified, if Proposal 2 to declassify the Board of Directors is approved; if Proposal 2 is not approved, then the election of each of Louis J. Cappelli, Navy E. Djonovic, Fernando Ferrer, and Thomas G. Kahn for a three (3) year term and until their successors are elected and qualified.

Because Proposal 2 to declassify the Board of Directors received the affirmative vote of at least 80% of all outstanding shares of the Company’s common stock as required by its Certificate of Incorporation, the Company’s Board of Directors is now declassified. The results of the election of all directors to serve a one (1) year term ending in 2016 or until their successors are elected and qualified are as follows:

2. Approval of an amendment to the Company’s Certificate of Incorporation to declassify the Board of Directors. The results were as follows:

3. Approval of the new Sterling Bancorp 2015 Omnibus Equity and Incentive Plan.

4. Approval, by non-binding vote, of the compensation of the Named Executive Officers (Say-on-Pay).

5. Ratification of the appointment of Crowe Horwath LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2015.

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.