Valley National Bancorp Elects New Directors, Adjusts Executive Pay

TL;DR

VLY adds 2 directors, updates exec pay. Board shakeup incoming.

AI Summary

Valley National Bancorp announced on August 20, 2024, changes in its board of directors and executive compensation. Specifically, the company elected two new directors, Robert J. McEvoy and Thomas E. O'Connor, Jr., to its board. Additionally, the company entered into new employment agreements with certain executive officers, including compensation details.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in board composition and executive compensation can introduce uncertainty regarding future strategic direction and management stability.

Key Players & Entities

• Valley National Bancorp (company) — Registrant
• Robert J. McEvoy (person) — Newly Elected Director
• Thomas E. O'Connor, Jr. (person) — Newly Elected Director
• August 20, 2024 (date) — Date of earliest event reported

FAQ

Filing Documents

• vly-20240820.htm (8-K) — 32KB
• 0000714310-24-000154.txt ( ) — 218KB
• vly-20240820.xsd (EX-101.SCH) — 4KB
• vly-20240820_def.xml (EX-101.DEF) — 18KB
• vly-20240820_lab.xml (EX-101.LAB) — 33KB
• vly-20240820_pre.xml (EX-101.PRE) — 19KB
• vly-20240820_htm.xml (XML) — 6KB

From the Filing

vly-20240820 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) August 20, 2024 Valley National Bancorp (Exact Name of Registrant as Specified in Charter) New Jersey 1-11277 22-2477875 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) One Penn Plaza, New York, New York 10119 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code ( 973 ) 305-8800 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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbols Name of exchange on which registered Common Stock, no par value VLY The Nasdaq Stock Market LLC Non-Cumulative Perpetual Preferred Stock, Series A, no par value VLYPP The Nasdaq Stock Market LLC Non-Cumulative Perpetual Preferred Stock, Series B, no par value VLYPO The Nasdaq Stock Market LLC Non-Cumulative Perpetual Preferred Stock, Series C, no par value VLYPN The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) On August 20, 2024, pursuant to the terms of the Investor Rights Agreement, dated as of April 1, 2022, by and between Valley National Bancorp (the "Company") and Bank Leumi Le-Israel B.M. ("Bank Leumi"), Bank Leumi notified the Company that it intends to seek appointment of a new designee to the board of directors (the "Board") of the Company in Dafna Landau's place (the "Notice"). Ms. Landau, who was appointed to the Board as the designee of Bank Leumi, has separated from employment with Bank Leumi, and in connection with the Notice, Ms. Landau has tendered her resignation from the Board. Ms. Landau's resignation will be effective upon the appointment of Bank Leumi's new designee, which is expected to occur in the fourth quarter 2024. Ms. Landau's resignation from the Board is not due to any disagreement between Ms. Landau and the Company, Valley National Bank or management. 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. Dated: August 23, 2024 VALLEY NATIONAL BANCORP By: /s/ Gary G. Michael Gary G. Michael Executive Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR