Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 13, 2022, Valley National Bancorp ("Valley") held a special meeting
of shareholders (the "Valley special meeting") to consider certain proposals
related to the Agreement and Plan of Merger, dated as of September 22, 2021, by
and among Valley, Bank Leumi Le-Israel Corporation ("Leumi USA") and Volcano
Merger Sub Corporation (the "merger agreement"), which provides for the
acquisition of Leumi USA by Valley.
As of the close of business on November 19, 2021, the record date for the Valley
special meeting, there were 406,747,860 shares of common stock, no par value, of
Valley ("Valley common stock") outstanding, each of which was entitled to one
vote for each proposal at the Valley special meeting. At the Valley special
meeting, a total of 299,220,498 shares of Valley common stock, representing
approximately 73.5% of the shares of Valley common stock outstanding and
entitled to vote, were present virtually via the Valley special meeting website
or by proxy, constituting a quorum to conduct business.
At the Valley special meeting, the following proposals were considered:
1. a proposal to approve the issuance of shares of Valley common stock
pursuant to the merger agreement (the "share issuance proposal"); and
2. a proposal to approve one or more adjournments of the Valley special
meeting, if necessary or appropriate, including to permit further
solicitation of proxies if there are insufficient votes at the time of
the Valley special meeting to approve the share issuance proposal (the
"adjournment proposal").
Each of the proposals was approved by the requisite vote of Valley's
shareholders. The final voting results for each proposal are described below.
For more information on each of these proposals, see the proxy statement.
1. The share issuance proposal:
For Against Abstain Broker Non-Votes
294,707,681 3,211,444 1,301,373 N/A
2. The adjournment proposal:
For Against Abstain Broker Non-Votes
267,305,333 30,266,919 1,648,246 N/A
Item 8.01. Other Events.
On January 14, 2022, Valley issued a press release announcing the results of the
Valley special meeting held on January 13, 2022.
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release of Valley National Bancorp, dated January 14,
2022
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document
-2-
--------------------------------------------------------------------------------
Forward Looking Statements
The foregoing contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including but not limited to
those regarding the Transaction and the issuance of shares of Valley common
stock as consideration in the Transaction. Such statements are not historical
facts and include expressions about management's confidence and strategies and
management's expectations about new and existing programs and products,
relationships, opportunities, taxation, technology and market conditions. These
statements may be identified by such forward-looking terminology as "will,"
"estimate," "expect," "believe," "view," "opportunity," "allow," "continues,"
"reflects," "typically," "usually," "anticipate," or similar statements or
variations of such terms. Such forward-looking statements involve certain risks
and uncertainties. Actual results may differ materially from such
forward-looking statements. In addition to factors previously disclosed in
Valley's reports filed with the SEC and those identified elsewhere in this
communication, factors that may cause actual results to differ from those
contemplated by such forward-looking statements include, but are not limited to,
the following: the possibility that the Transaction does not close when expected
or at all because regulatory or other approvals or other conditions to the
closing of the Transaction are not received or satisfied on a timely basis or at
all (and the risk that such approvals may result in the imposition of conditions
that could adversely affect Valley or the expected benefits of the Transaction);
the inability to realize expected cost savings and synergies from the
Transaction in amounts or in the timeframe anticipated, including as a result of
changes in, or problems arising from, general economic and market conditions,
interest and exchange rates, monetary policy, laws and regulations and their
enforcement, and the degree of competition in the geographic and business areas
in which Valley and Leumi operate; changes in the estimates
of non-recurring charges; the diversion of management's attention and time from
ongoing business operations and opportunities on issues relating to the
Transaction; the possibility that costs or difficulties relating to Leumi
integration matters might be greater than expected, including as a result of
unexpected factors or events; changes in the stock price of Valley from the date
of the acquisition announcement to the closing date; material adverse changes in
Valley's or Leumi's operations or earnings; the inability to retain customers
and qualified employees of Leumi; higher- or lower-than-expected income tax
expense or tax rates, including increases or decreases resulting from changes in
uncertain tax position liabilities, tax laws, regulations and case law; weakness
or a decline in the U.S. economy, in particular in New Jersey, the New York
Metropolitan area (including Long Island), Florida, California or the Chicago
metropolitan area; an unexpected decline in commercial real estate values within
Valley's or Leumi's market areas, reputational risk and potential adverse
reactions of Valley's or Leumi's customers, employees or other business
partners, including those resulting from the announcement or completion of the
Transaction; the outcome of any legal proceedings that have been or may be
instituted against Valley or Leumi; and the impact of the
global COVID-19 pandemic on Valley's or Leumi's businesses, the ability to
complete the Transaction or any of the other foregoing risks. Further
information regarding Valley and factors which could affect the forward-looking
statements contained herein are set forth in Valley's Annual Report on
Form 10-K for the year ended December 31, 2020, its Quarterly Reports on
Form 10-Q for the three-month periods ended March 31, 2021, June 30, 2021 and
September 30, 2021, and its other filings with the SEC. Valley assumes no
obligation for updating any such forward-looking statement at any time.
-3-
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses