NY Community Bancorp Files Definitive Additional Materials

TL;DR

NYCB filed more proxy docs, shareholders need to pay attention.

AI Summary

New York Community Bancorp, Inc. filed a DEFA14A on May 15, 2024. This filing is a definitive additional material, indicating it's supplementary information to a proxy statement. The company, previously known as Queens County Bancorp Inc., is incorporated in Delaware and has its principal executive offices in Hicksville, NY.

Why It Matters

This filing provides additional information related to the company's proxy statement, which is crucial for shareholders to make informed voting decisions on corporate matters.

Risk Assessment

Risk Level: low — This filing is a routine regulatory submission (DEFA14A) and does not appear to contain new material financial information or significant corporate actions that would inherently increase risk.

Key Players & Entities

• NEW YORK COMMUNITY BANCORP, INC. (company) — Registrant
• QUEENS COUNTY BANCORP INC (company) — Former Company Name

FAQ

Filing Documents

• d828247ddefa14a.htm (DEFA14A) — 14KB
• 0001193125-24-139411.txt ( ) — 15KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant under 240.14a-12 NEW YORK COMMUNITY BANCORP, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee previously paid with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 NEW YORK COMMUNITY BANCORP, INC. 102 Duffy Avenue Hicksville, NY 11801 SUPPLEMENT TO THE PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 5, 2024 May 15, 2024 These Definitive Additional Materials supplement the definitive proxy statement, which was filed with the U.S. Securities and Exchange Commission (the SEC) on April 26, 2024 (the Proxy Statement) by New York Community Bancorp, Inc., a Delaware corporation (the Company or NYCB), for use at NYCBs Annual Meeting of Shareholders (the Annual Meeting) and any adjournment or postponement thereof. The Annual Meeting will be held in a virtual format through a live webcast on June 5, 2024, at 10:00 a.m. Eastern Daylight Time at www.virtualshareholdermeeting.com/NYCB2024. The purpose of this supplement is to correct the characterization of Proposal 5 (Proposal to Amend the Amended and Restated Certificate of Incorporation of the Company to effect a reverse stock split of Companys common stock by a ratio of 1-3) to reflect that the proposal is considered a routine instead of a non-routine matter. This supplement should be read in conjunction with the Proxy Corrected Information Regarding Proposal 5 (Proposal to Amend the Amended and Restated Certificate of Incorporation of the Company to effect a reverse stock split of the Companys common stock by a ratio of 1-3) At the Annual Meeting, shareholders of record will be asked to approve an amendment to the Companys Amended and Restated Certificate of Incorporation to effect (i) a reverse stock split of all outstanding shares of the Companys common stock at an exchange ratio of one-for-three (1:3) and (ii) a corresponding reduction in the total number of authorized shares of common stock of the Company (Proposal 5). The Proxy Statement stated that Proposal 5 was a non-routine matter, but the New York Stock Exchange (the NYSE) has since advised the Company that Proposal 5 is a routine matter under NYSE rules. The Company wishes to correct this information and hereby supplements the Proxy Statement to correct the characterization of Proposal 5 to reflect that it is a routine matter. With respect to routine matters, a broker, bank or other nominee holding shares for a beneficial owner has the authority to vote such beneficial shares for a beneficial owner is not permitted to vote such beneficial owners shares in the absence of voting instructions from such beneficial owner. Thus, any shares held by a broker, bank or other nominee on behalf of a beneficial owner for which voting instructions are not provided will not be voted with respect to any non-routine matter and will result in a broker non-vote. Broker non-votes are generally counted for purposes of establishing a quorum to conduct business at the meeting, but not for determining the number of shares voted FOR, AGAINST, ABSTAIN or WITHHOLD on any proposals concerning non-routine matters. The Proxy Statement originally stated that Proposal 5 is a non-routine matter and that broker non-votes on Proposal 5 will have no effect on the outcome of Proposal 5. However, since Proposal 5 has been deemed a routine matter by the NYSE, brokers, banks and other nominees holding shares on behalf of beneficial owners will have the discretion to vote such shares even in the absence of voting instructions from such beneficial Except as specifically supplemented or corrected by the information contained herein, all information set forth in the Proxy Statement remains unchanged. From and after the date of this supplement, all references to the Proxy Statement are to the Proxy Statement as supplemented hereby.

View Full Filing

View this DEFA14A filing on SEC EDGAR