VALLEY NATIONAL BANCORP — Proxy Solicitation & Information Statement 2023

Mar 10, 2023

DEFA14A 1 d454031ddefa14a.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 2023
Annual Meeting Vote by April 24, 2023 11:59 PM ET
VALLEY NATIONAL BANK 1455 VALLEY ROAD WAYNE, NJ 07470	●
D96601-P86077

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 materials for the shareholder meeting to be held on April 25, 2023.

Get informed before you vote

View the Notice and Proxy Statement for the 2023 Annual Meeting of Shareholders and the 2022 Annual Report to Shareholders online OR you can receive a free paper or email copy of the material(s) by requesting prior to April 11, 2023. 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 sendmaterial@proxyvote.com. 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. You may view the proxy

materials at www.ProxyVote.com or easily request a paper copy.

We encourage you to access and review all of the important

information contained in the proxy materials before voting.

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.	Peter J.
Baum	●	For
1c.	Eric P.
Edelstein	●	For
1d.	Dafna
Landau	●	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
to approve Valley’s named executive officer compensation.	●	For
3.	An advisory vote on the frequency of advisory votes on executive compensation.	●	Year
4.	Ratification of the appointment of KPMG LLP as Valley’s independent registered public accounting firm for the fiscal year ending December 31,
2023.	●	For
5.	Approval of the
Valley National Bancorp 2023 Incentive Compensation Plan.	●	For
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”.

D96602-P86077