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VALLEY NATIONAL BANCORP Proxy Solicitation & Information Statement 2022

Apr 4, 2022

30938_rns_2022-04-04_483869d2-a68b-4027-bb7a-d38b160e048b.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d253748ddefa14a.htm DEFA14A 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 under §240.14a-12

VALLEY NATIONAL BANCORP

(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 paid previously 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

Your Vote Counts!
VALLEY
NATIONAL BANCORP 2022
Annual Meeting Vote by May 16, 2022 11:59 PM ET
VALLEY NATIONAL BANK 1455 VALLEY ROAD WAYNE, NJ 07470
D77313-P70212

You invested in VALLEY NATIONAL BANCORP and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on May 17, 2022.

Get informed before you vote

View the Combined Document online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 3, 2022. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to [email protected]. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

*Please check the meeting materials for any special requirements for meeting attendance.

V1.1

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.

Voting Items — 1. ELECTION OF 13 DIRECTORS: Nominees: Board Recommends
1a. Andrew B. Abramson For
1b. Ronen
Agassi For
1c. Peter J.
Baum For
1d. Eric P.
Edelstein For
1e. Marc J.
Lenner For
1f. Peter V.
Maio For
1g. Avner
Mendelson For
1h. Ira
Robbins For
1i. Suresh L.
Sani For
1j. Lisa J.
Schultz For
1k. Jennifer W.
Steans For
1l. Jeffrey S.
Wilks For
1m. Dr. Sidney S. Williams, Jr. For
2. An advisory vote
on named executive officer compensation; For
3. Ratification of the appointment of KPMG LLP as Valley’s independent registered public accounting firm for the fiscal year ending December 31,
2022; and For
4. A shareholder
proposal if properly presented at the Annual Meeting. Against
NOTE: Such other
business as may properly come before the meeting or any adjournment thereof.

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.

D77314-P70212