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 24, 2016

 

 

 

STERLING BANCORP

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-35385   80-0091851
(State or Other Jurisdiction)   (Commission File No.)   (I.R.S. Employer
of Incorporation)       Identification No.)

 

400 Rella Boulevard, Montebello, New York   10901
(Address of Principal Executive Offices)   (Zip Code)

 

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):

 

¨ 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))

 

 

 

 

 

Item 5.07Submission of Matters to a Vote of Security Holders

 

On May 24, 2016, the Company held its 2016 Annual Meeting of Stockholders, at which the Company’s stockholders considered three (3) proposals, each of which is described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on April 14, 2016. There were 130,548,989 outstanding shares entitled to vote and there were 119,559,715 shares present in person or by proxy, representing 91.58% 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. The results of the election of all directors to serve a one (1) year term ending in 2017 or until their successors are elected and qualified are as follows:

 

Nominee   For   Withheld   Broker Non-Votes1
Robert Abrams   101,760,906   1,328,101   16,470,708
John P. Cahill   102,274,932   814,075   16,470,708
Louis J. Cappelli   101,905,570   1,183,437   16,470,708
James F. Deutsch   102,185,919   903,088   16,470,708
Navy E. Djonovic   102,182,147   906,860   16,470,708
Fernando Ferrer   102,007,225   1,081,782   16,470,708
William F. Helmer   101,694,372   1,394,635   16,470,708
Thomas G. Kahn   102,057,273   1,031,734   16,470,708
Jack L. Kopnisky   102,104,974   984,033   16,470,708
James J. Landy   102,037,188   1,051,819   16,470,708
Robert W. Lazar   101,941,298   1,147,709   16,470,708
John C. Millman   101,965,507   1,123,500   16,470,708
Richard O’Toole   102,057,130   1,031,877   16,470,708
Burt B. Steinberg   101,963,023   1,125,984   16,470,708
Craig S. Thompson   101,260,655   1,828,352   16,470,708
William E. Whiston   102,314,934   774,073   16,470,708

 

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

 

For   Against   Abstain   Broker Non-Votes1
100,712,684   1,973,390   402,933   16,470,708

  

 

1            A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to the item and has not received voting instructions from the beneficial owner of the shares it holds. Broker non-votes are counted when determining whether the necessary quorum of stockholders is present or represented at each annual meeting.

 

 

 

 

3.           Ratification of the appointment of Crowe Horwath LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2016.

 

For   Against   Abstain   Broker Non-Votes1
118,293,581   1,111,384   154,750  

 

 

 

  

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.

 

  STERLING BANCORP
   
Date:  May 31, 2016 By: /s/ Luis Massiani
    Luis Massiani
    Senior Executive Vice President and Chief Financial Officer