KEY PROPOSALS PASS WITH STRONG
MAJORITY
HICKSVILLE, N.Y., June 5, 2024
/PRNewswire/ -- New York Community Bancorp, Inc. (NYSE: NYCB)
(the "Company"), the parent company of Flagstar Bank, N.A. (the
"Bank") has announced that preliminary results from the Annual
Shareholders Meeting held earlier today have indicated the
following directors were elected to three-year terms:
- Milton Berlinski,
Co-founder and Managing Partner of Reverence Capital
- Alan Frank, Retired audit
partner from Deloitte & Touche
- Jennifer R. Whip, Principal with Cambridge One
Preliminary results also indicated that the Company's
shareholders ratified and/or approved the following:
- The appointment of KPMG, LLP as the Company's independent
external audit firm for 2024.
- By a non-binding advisory vote, the Company's executive
compensation.
- The amendment to the Amended and Restated Certificate of
Incorporation of the Company (the "COI") to increase (a) the total
number of shares of stock of all classes that the Company has
authority to issue from 905,000,000 to 2,005,000,000 and (b) the
number of authorized shares of common stock, par value $0.01 per share, of the Company ("Common Stock")
that the Company has authority to issue from 900,000,000 to
2,000,000,000.
- The amendment to the COI to effect a reverse stock split of the
Common Stock by a ratio of 1-3, and a corresponding reduction in
the total number of shares of Common Stock that the Company is
authorized to issue under the COI.
- The waiver of application of Article Fourth, Section C, Clauses
1 and 4 of the COI with respect to affiliates of funds managed by
Liberty 77 Capital L.P. (the "Liberty Investors") and affiliates of
funds managed by Reverence Capital Partners, L.P. (the "Reverence
Investors"), but not any other shareholders of the Company, which
provision prohibits any person who beneficially owns, directly or
indirectly, more than 10% of the then-outstanding shares of Common
Stock from voting any such shares in excess of such 10%
threshold.
- The issuance of shares of Common Stock in connection with the
March 2024 capital raise.
- The Company's 2020 Omnibus Incentive Plan.
"I am pleased with the preliminary results from our annual
meeting today which indicate overwhelming shareholder support for
the key proposals presented for a vote, as each was approved by a
strong majority" commented Joseph
Otting, President and Chief Executive Officer. "We
believe the preliminary results of today's vote reflects
shareholder confidence in management's ability to successfully
execute on its strategic plan and enhance shareholder value."
The Company expects to file a Form 8-K with final voting results
within four business days.
About New York Community Bancorp, Inc.
New York Community Bancorp, Inc. is the parent company of
Flagstar Bank, N.A., one of the largest regional banks in the
country. The Company is headquartered in Hicksville, New York. At March 31, 2024, the Company had $112.9 billion of assets, $83.3 billion of loans, deposits of $74.9 billion, and total stockholders' equity of
$8.4 billion.
Flagstar Bank, N.A. operates 419 branches, including strong
footholds in the Northeast and Midwest and exposure to high-growth
markets in the Southeast and West Coast. Flagstar Mortgage operates
nationally through a wholesale network of approximately 3,000
third-party mortgage originators. In addition, the Bank has
approximately 100 private banking teams located in over ten cities
in the metropolitan New York City
region and on the West Coast, which serve the needs of high-net
worth individuals and their businesses.
New York Community Bancorp, Inc. has market-leading positions in
several national businesses, including multi-family lending,
mortgage origination and servicing, and warehouse lending.
Flagstar Mortgage is the seventh largest bank originator of
residential mortgages for the 12-months ending March 31, 2024, and the industry's fifth largest
sub-servicer of residential mortgage loans nationwide, servicing
1.4 million accounts with $367 billion in unpaid
principal balances.
Cautionary Note Regarding Forward-Looking Statements
The foregoing disclosures may include forward‐looking statements
within the meaning of the federal securities laws by the Company
pertaining to such matters as our goals, intentions, and
expectations regarding (a) revenues, earnings, loan production,
asset quality, liquidity position, capital levels, risk analysis,
divestitures, acquisitions, and other material transactions, among
other matters; (b) the ability of the Bank to complete the proposed
transaction in a timely manner, or at all; (c) the future costs and
benefits of the actions we may take; (d) our assessments of credit
risk and probable losses on loans and associated allowances and
reserves; (e) our assessments of interest rate and other market
risks; (f) our ability to execute on our strategic plan, including
the sufficiency of our internal resources, procedures and systems;
(g) our ability to attract and retain key personnel; (h) our
ability to achieve our financial and other strategic goals,
including those related to our merger with Flagstar Bancorp, Inc.,
which was completed on December 1, 2022, our acquisition of
substantial portions of the former Signature Bank through an
FDIC-assisted transaction, and our ability to fully and timely
implement the risk management programs institutions greater than
$100 billion is assets must maintain; (i) matters to be presented
to, voted on and approved by the Company's stockholders; (j) the
conversion or exchange of shares of the Company's preferred stock;
and (k) the payment of dividends on shares of the Company's capital
stock, including adjustments to the amount of dividends payable on
shares of the Company's Series B preferred stock.
Forward‐looking statements are typically identified by such
words as "believe," "expect," "anticipate," "intend," "outlook,"
"estimate," "forecast," "project," "should," and other similar
words and expressions, and are subject to numerous assumptions,
risks, and uncertainties, which change over time. Additionally,
forward‐looking statements speak only as of the date they are made;
the Company does not assume any duty, and does not undertake, to
update our forward‐looking statements. Furthermore, because
forward‐looking statements are subject to assumptions and
uncertainties, actual results or future events could differ,
possibly materially, from those anticipated in our statements, and
our future performance could differ materially from our historical
results.
Our forward‐looking statements are subject to, among others, the
following principal risks and uncertainties: general economic
conditions and trends, either nationally or locally; conditions in
the securities, credit and financial markets; changes in interest
rates; the inability of the Bank and JPMC to execute the definitive
documentation contemplated by the commitment letter or satisfy
customary closing conditions; changes in deposit flows, and in the
demand for deposit, loan, and investment products and other
financial services; changes in real estate values; changes in the
quality or composition of our loan or investment portfolios,
including associated allowances and reserves; changes in future
allowance for credit losses requirements under relevant accounting
and regulatory requirements; the ability to pay future dividends;
changes in our capital management and balance sheet strategies and
our ability to successfully implement such strategies; changes in
our strategic plan, including changes in our internal resources,
procedures and systems, and our ability to successfully implement
such plan; changes in competitive pressures among financial
institutions or from non‐financial institutions; changes in
legislation, regulations, and policies; the success of our
blockchain and fintech activities, investments and strategic
partnerships; the restructuring of our mortgage business; the
impact of failures or disruptions in or breaches of the Company's
operational or security systems, data or infrastructure, or those
of third parties, including as a result of cyberattacks or
campaigns; the impact of natural disasters, extreme weather events,
military conflict (including the Russia/Ukraine conflict, the conflict in Israel and surrounding areas, the possible
expansion of such conflicts and potential geopolitical
consequences), terrorism or other geopolitical events; and a
variety of other matters which, by their nature, are subject to
significant uncertainties and/or are beyond our control. Our
forward-looking statements are also subject to the following
principal risks and uncertainties with respect to our merger with
Flagstar Bancorp, which was completed on December 1, 2022, and our acquisition of
substantial portions of the former Signature Bank through an
FDIC-assisted transaction: the possibility that the anticipated
benefits of the transactions will not be realized when expected or
at all; the possibility of increased legal and compliance costs,
including with respect to any litigation or regulatory actions
related to the business practices of acquired companies or the
combined business; diversion of management's attention from ongoing
business operations and opportunities; the possibility that the
Company may be unable to achieve expected synergies and operating
efficiencies in or as a result of the transactions within the
expected timeframes or at all; and revenues following the
transactions may be lower than expected. Additionally, there can be
no assurance that the Community Benefits Agreement entered into
with NCRC, which was contingent upon the closing of the Company's
merger with Flagstar Bancorp, Inc., will achieve the results or
outcome originally expected or anticipated by us as a result of
changes to our business strategy, performance of the U.S. economy,
or changes to the laws and regulations affecting us, our customers,
communities we serve, and the U.S. economy (including, but not
limited to, tax laws and regulations).
More information regarding some of these factors is provided in
the Risk Factors section of our Annual Report on Form 10‐K/A for
the year ended December 31, 2023,
Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, and in other SEC reports we file.
Our forward‐looking statements may also be subject to other risks
and uncertainties, including those we may discuss in this
Amendment, during investor presentations, or in our other SEC
filings, which are accessible on our website and at the SEC's
website, www.sec.gov.
Investor Contact:
Salvatore J. DiMartino
(516) 683-4286
Media Contact:
Steven Bodakowski
(248) 312-5872
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SOURCE New York Community Bancorp, Inc.