Valley National Bancorp (NASDAQ: VLY) investors approve directors, pay and KPMG

Rhea-AI Filing Summary

Valley National Bancorp reported the results of its Annual Meeting of Shareholders held on May 18, 2026. Shareholders representing 498,025,239 of 554,316,876 common shares outstanding as of March 23, 2026 were present or represented by proxy, providing a strong quorum.

All 11 director nominees were elected with large majorities, each receiving over 432 million votes in favor. Shareholders also approved, on an advisory basis, the compensation of the named executive officers, with 428,491,622 votes for and 8,976,268 against.

In addition, shareholders ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 495,529,819 votes for and minimal opposition. Overall, all management proposals on the ballot passed comfortably.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding record date: 554,316,876 shares Shares represented at meeting: 498,025,239 shares Say-on-pay votes for: 428,491,622 votes +4 more

7 metrics

Shares outstanding record date 554,316,876 shares Common stock outstanding as of March 23, 2026 record date

Shares represented at meeting 498,025,239 shares Shares present or represented by proxy at May 18, 2026 meeting

Say-on-pay votes for 428,491,622 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 8,976,268 votes Advisory compensation proposal opposition

Auditor ratification votes for 495,529,819 votes Ratification of KPMG LLP for fiscal year ending December 31, 2026

Auditor ratification votes against 1,904,015 votes Opposition to KPMG LLP ratification

Broker non-votes on pay 58,493,006 votes Broker non-votes on advisory executive compensation proposal

Key Terms

Annual Meeting of Shareholders, broker non-votes, advisory basis, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Shareholders financial

"Valley National Bancorp held its Annual Meeting of Shareholders on May 18, 2026"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

broker non-votes financial

"as well as the number of abstentions and broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis financial

"Approved, on an advisory basis, the compensation of the Company’s named executive officers"

independent registered public accounting firm financial

"independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

record date financial

"On the record date of March 23, 2026, there were 554,316,876 shares"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Understanding 8-K Material Events →

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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): May 18, 2026

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 5.07 Submission of Matters to a Vote of Security Holders.

Valley National Bancorp (the “Company”) held its Annual Meeting of Shareholders on May 18, 2026 (the “Meeting”). On the record date of March 23, 2026, there were 554,316,876 shares of the Company’s common stock outstanding. A total of 498,025,239 shares were present or represented by proxy at the Meeting. The Company’s shareholders took the following actions:

Proposal #1 – Voted on the election of 11 persons, named in the Proxy Statement, to serve as directors of the Company for the ensuing year constituting the entire Board of Directors. The following is a list of directors elected at the Annual Meeting with the number of votes cast “For,” and “Against” each director nominee, as well as the number of abstentions and broker non-votes.

Name						For						Against						Abstained						Broker Non-Votes
Eyal Efrat						437,750,701						1,333,345						448,187						58,493,006
Peter V. Maio						438,035,299						1,109,155						387,779						58,493,006
Kathleen C. Perrott						437,745,326						1,344,761						442,146						58,493,006
Ira Robbins						435,472,585						3,628,954						430,694						58,493,006
Nitzan Sandor						435,712,185						3,172,795						647,253						58,493,006
Suresh L. Sani						432,286,871						6,675,699						569,663						58,493,006
Lisa J. Schultz						435,823,415						3,153,695						555,123						58,493,006
Jennifer W. Steans						436,676,922						2,399,113						456,198						58,493,006
Carlos J. Vázquez						437,763,090						1,196,709						572,434						58,493,006
Jeffrey S. Wilks						434,114,566						4,881,078						536,589						58,493,006
Dr. Sidney S. Williams, Jr.						434,601,488						3,871,728						1,059,017						58,493,006

Proposal #2 – Approved, on an advisory basis, the compensation of the Company’s named executive officers. The number of votes cast “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, was as follows:

						Number of Votes
For						428,491,622
Against						8,976,268
Abstained						2,064,343
Broker Non-Votes						58,493,006

Proposal #3 – Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The number of votes cast “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, was as follows:

						Number of Votes
For						495,529,819
Against						1,904,015
Abstained						591,405
Broker Non-Votes						0

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: May 18, 2026						VALLEY NATIONAL BANCORP
						By:			/s/ Lyndsey Sloan
									Lyndsey Sloan
									Senior Executive Vice President
									and General Counsel

FAQ

What key decisions were made at Valley National Bancorp (VLY) 2026 annual meeting?

Shareholders elected 11 directors, approved executive compensation on an advisory basis, and ratified KPMG LLP as independent auditor for 2026. All proposals received strong majority support, indicating broad shareholder backing for existing leadership, pay practices, and audit arrangements.

How many Valley National Bancorp (VLY) shares were represented at the 2026 annual meeting?

A total of 498,025,239 shares were present or represented by proxy at the meeting. This was out of 554,316,876 common shares outstanding on the March 23, 2026 record date, indicating high shareholder participation in the voting process.

Did Valley National Bancorp (VLY) shareholders approve executive compensation in 2026?

Yes. On an advisory basis, 428,491,622 votes supported the compensation of named executive officers, with 8,976,268 against and 2,064,343 abstentions. There were also 58,493,006 broker non-votes, but overall results show clear support for the company’s executive pay program.

Who is Valley National Bancorp’s (VLY) auditor for the fiscal year ending December 31, 2026?

Shareholders ratified KPMG LLP as the independent registered public accounting firm for the 2026 fiscal year. The vote was 495,529,819 for, 1,904,015 against, and 591,405 abstentions, with no broker non-votes reported, showing strong approval of the auditor selection.

Were all director nominees elected at Valley National Bancorp’s (VLY) 2026 annual meeting?

All 11 nominees, including Ira Robbins and Eyal Efrat, were elected as directors for the ensuing year. Each received over 432 million votes for, with relatively few votes against or abstentions, reflecting broad shareholder support for the full board slate.

Filing Exhibits & Attachments

4 documents

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