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STL > SEC Filings for STL > Form 8-K on 27-Sep-2013All Recent SEC Filings

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Form 8-K for STERLING BANCORP


27-Sep-2013

Submission of Matters to a Vote of Security Holders


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

On September 26, 2013, Sterling Bancorp (the "Company") held its Annual Shareholders Meeting (the "Meeting"). 28,947,896 shares of common stock, par value $1.00 per share of the Company, were represented at the Meeting, which constituted a quorum to conduct business at the Meeting. There were seven proposals presented and voted on and preliminary results were reported at the Meeting. The shareholders approved the adoption of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 3, 2013, by and between the Company and Provident New York Bancorp ("Provident"), pursuant to which Sterling will merge with and into Provident (the "Merger"), approved the adjournment of the Meeting, if necessary and appropriate, to solicit additional proxies in favor of the Merger, approved the advisory resolution to approve the compensation the Company's executive officers may receive in connection with the Merger, elected all of the Company's board of director's nominees as directors, ratified the appointment of Crowe Horwath LLP as the Company's independent registered public accounting firm for the fiscal year 2013, approved the advisory resolution to approve the compensation of the Company's named executive officers, and approved the 2013 Equity Incentive Plan.

Set forth below, with respect to each matter are the number of votes cast for or against, the number of abstentions and the number of non-votes (in each case, rounded to the nearest whole share).

Proposal 1 - Adoption of the Merger Agreement.



              Votes      Votes      Broker
Votes For    Against   Abstained   Non-Votes
26,201,438   173,888    337,940    2,234,631

Proposal 2 - Approval of the adjournment of the Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger.

               Votes       Votes      Broker
Votes For     Against    Abstained   Non-Votes
26,903,249   1,715,095    329,552        -

Proposal 3 - Advisory approval of the compensation that certain executive officers of the Company may receive in connection with the Merger pursuant to existing agreements or arrangements with the Company.

               Votes       Votes      Broker
Votes For     Against    Abstained   Non-Votes
22,504,049   3,708,454    500,762    2,234,631

Proposal 4 - Election of Directors.



                                      Votes      Broker
                       Votes For    Withheld    Non-Votes   Uncast
Abrams, Robert         26,282,871    430,331    2,234,631     63
Adamko, Joseph M.      26,323,782    389,421    2,234,631     63
Cappelli, Louis J.     25,880,497    832,706    2,234,631     63
Ferrer, Fernando       25,583,836   1,129,366   2,234,631     63
Hershfield, Allan F.   25,882,809    830,394    2,234,631     63
Humphreys, Henry J.    25,889,348    823,855    2,234,631     63
Klein, James B.        26,415,606    297,596    2,234,631     63
Lazar, Robert W.       26,419,914    293,289    2,234,631     63
Lee, Carolyn Joy       26,412,044    301,159    2,234,631     63
Millman, John C.       26,328,440    384,763    2,234,631     63
Rossides, Eugene       26,238,386    474,817    2,234,631     63

Proposal 5 - Advisory approval of the compensation of the Company's named executive officers.

               Votes       Votes      Broker
Votes For     Against    Abstained   Non-Votes
20,845,135   5,606,777    261,354    2,234,631

Proposal 6 - Ratification of the appointment of Crowe Horwath LLP as the Company's independent registered public accounting firm for fiscal year 2013.

              Votes      Votes
Votes For    Against   Abstained   Uncast
28,683,793   181,783    81,151     1,169

Proposal 7 - Approval of the proposed 2013 Equity Incentive Plan.

              Votes      Votes      Broker
Votes For    Against   Abstained   Non-Votes
26,053,999   530,420    128,846    2,234,631

Completion of the Merger remains subject to the satisfaction of the remaining customary closing conditions contained in the Merger Agreement.


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