NEW YORK COMMUNITY BANCORP, INC. | Simple majority vote at NEW YORK COMMUNITY BANCORP, INC.

Status
32.38% votes in favour
AGM date
Previous AGM date
Proposal number
8
Resolution details
Company ticker
NYCB
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Financials
Company HQ country
United States
Resolved clause
Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against such proposals, or a simple majority in compliance with applicable laws.
Supporting statement
des any existing supermajority vote requirement that results from default to state law and can be subject to replacement. This proposal topic is
particularly important because it was approved by 99% of The New York Community Bancorp voting shares in 2020 as a management proposal.
This 2023 proposal includes that the Board take all the steps necessary at its discretion to help ensure that the topic of this proposal is
approved by the required of 80% of all outstanding shares including a commitment to hire a proxy solicitor to conduct an intensive campaign, a
commitment to adjourn the annual meeting to obtain the votes required if necessary and to take a 2-year process if applicable to obtain the necessary
shareholder vote turnout to adopt this proposal topic. This proposal does not restrict the Board from using a means to obtain the necessary vote that is
not mentioned in this proposal.
For instance PPG Industries, Inc. (PPG) adjourned its annual meeting for weeks to obtain the necessary votes on this proposal topic in 2022
and Raytheon Technologies Corporation (RTX) announced a 2-year process to obtain shareholder approval of this proposal topic in its 2022 proxy.
This proposal includes that the Board make an EDGAR filing approximately 10-days before the annual meeting urging shareholders to vote in
favor of a binding simple majority vote proposal like this proposal and explaining all the efforts the board has taken or will take to obtain the necessary
vote and all the available efforts that the Board has not taken with an explanation for each available effort not taken.
Extraordinary measures need to be taken to adopt this proposal topic due to the dead hand of our undemocratic governance provisions that
require an 80% approval from all NYCB shares outstanding — given the reality that only 60% of NYCB shares vote at the annual meeting and that our
Board is negligent in improving the very poor NYCB shareholder voting turnout.
NYCB cannot have the benefit of annual election of each director until the topic of this proposal receives shareholder approval. This is
important because Mr. Ronald Rosenfeld, age 83, received 36 million against votes as a director in 2022 and shareholders cannot vote again in regard to
Mr. Rosenfeld until after his 85th birthday.

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