NEW YORK COMMUNITY BANCORP INC
For the period ended Dec 31, 2023. Filed Mar 14, 2024.
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FY2023 · Filed Mar 14, 2024
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| Item 15. | Exhibits, Financial Statement Schedules |
|---|
(a) Documents Filed as Part of this Report
- Financial Statements
The following are incorporated by reference from Item 8 hereof:
Reports of Independent Registered Public Accounting Firm;
Consolidated Statements of Condition at December 31, 2023 and 2022;
Consolidated Statements of Income and Comprehensive Income for each of the years in the three-year period ended December 31, 2023;
Consolidated Statements of Changes in Stockholders’ Equity for each of the years in the three-year period ended December 31, 2023;
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2023; and
Notes to the Consolidated Financial Statements.
The following are incorporated by reference from Item 9A hereof:
Management’s Report on Internal Control over Financial Reporting; and
Changes in Internal Control over Financial Reporting.
- Financial Statement Schedules
Financial statement schedules have been omitted because they are not applicable or because the required information is provided in the Consolidated Financial Statements or Notes thereto.
- Exhibits Required by Securities and Exchange Commission Regulation S-K
The following exhibits are filed as part of this Form 10-K, and this list includes the Exhibit Index.
| Exhibit No. | |
|---|---|
| 2.1 | Agreement and Plan of Merger, dated as of April 24, 2021, by and among New York Community Bancorp, Inc., 615 Corp. and Flagstar Bancorp, Inc. (1) |
| 2.2 | Amendment No. 1 to the Agreement and Plan of Merger, dated April 26, 2022, by and among New York Community Bancorp, Inc., 615 Corp., and Flagstar Bancorp, Inc.(2) |
| 2.3 | Amendment No. 2 to the Agreement and Plan of Merger, dated October 27, 2022, by and among New York Community Bancorp, Inc., 615 Corp. and Flagstar Bancorp, Inc. (3) |
| 2.4 | Purchase and Assumption Agreement – All Deposits, dated March 20, 2023, among FDIC, as receiver of Signature Bridge Bank, the FDIC and Flagstar Bank, N.A. (4) |
| 2.5 | Amendment No. 1 to the Equity Appreciation Instrument, dated March 27, 2023 (4) |
| 3.1 | Amended and Restated Certificate of Incorporation (5) |
| 3.2 | Certificates of Amendment of Amended and Restated Certificate of Incorporation (6) |
| 3.3 | Certificate of Amendment of Amended and Restated Certificate of Incorporation (7) |
| 3.4 | Certificate of Designations of the Registrant with respect to Series A Preferred Stock, dated March 16, 2017, filed with the Secretary of State of the State of Delaware and effective March 16, 2017 (8) |
| 3.5 | Certificate of Designations of the Registrant with respect to Series B Noncumulative Convertible Preferred Stock, dated March 11, 2024, filed with the Secretary of State of the State of Delaware and effective March 11, 2024 (9) |
| 3.6 | Certificate of Designations of the Registrant with respect to Series C Noncumulative Convertible Preferred Stock, dated March 11, 2024, filed with the Secretary of State of the State of Delaware and effective March 11, 2024 (10) |
| 3.7 | Certificate of Designations of the Registrant with respect to Series D Non-Voting Common Equivalent Stock, dated March 11, 2024, filed with the Secretary of State of the State of Delaware and effective March 11, 2024 (11) |
| 3.8 | Amended and Restated Bylaws(9) |
| 4.1 | Specimen Stock Certificate (10) |
| 4.2 | Deposit Agreement, dated as of March 16, 2017, by and among the Registrant, Computershare, Inc, and Computershare Trust Company, N.A., as joint depositary, and the holders from time to time of the depositary receipts described therein (11) |
| 4.3 | Form of certificate representing the Series A Preferred Stock (11) |
| 4.4 | Form of depositary receipt representing the Depositary Shares (11) |
| 4.5 | Form of warrant agreement for shares of Series D Non-Voting Common Equivalent Stock (14) |
| 4.5 | Description of securities registered pursuant to Section 12 of the Securities and Exchange Act of 1934(12) |
| 4.6 | Registrant will furnish, upon request, copies of all instruments defining the rights of holders of long-term debt instruments of the registrant and its consolidated subsidiaries. |
| 10.1 | Form of Employment Agreement between New York Community Bancorp, Inc. and John J. Pinto (13) |
| 10.2(P) | Form of Change in Control Agreements among the Company, the Bank, and Certain Officers (14) |
| 10.3(P) | Form of Queens County Savings Bank Outside Directors’ Consultation and Retirement Plan (14) |
| 10.4(P) | Supplemental Benefit Plan of Queens County Savings Bank (15) |
| 10.5(P) | Excess Retirement Benefits Plan of Queens County Savings Bank (14) |
| 10.6(P) | Queens County Savings Bank Directors’ Deferred Fee Stock Unit Plan (14) |
| 10.7 | New York Community Bancorp, Inc. Management Incentive Compensation Plan (16) |
| 10.8 | New York Community Bancorp, Inc. 2012 Stock Incentive Plan (17) |
| 10.9 | New York Community Bancorp, Inc., 2020 Omnibus Incentive Plan (18) |
| 10.11 | Employment Agreement between New York Community Bancorp, Inc. and John T. Adams (19) |
| 10.12 | Amended and Restated Non-Competition and Non-Solicitation Agreement, dated November 28, 2022, by and between Flagstar Bancorp, Inc. (New York Community Bancorp, Inc. as Successor Company) and Alessandro DiNello (20) |
| 10.13 | Flagstar Bancorp, Inc. 2016 Stock Award and Incentive Plan (as assumed by New York Community Bancorp, Inc. effective December 1, 2022) (21) |
| 10.14 | Employment Agreement between New York Community Bancorp, Inc. and Reginald E. Davis (22) |
| 10.15 | Employment Agreement between New York Community Bancorp, Inc. and Lee M. Smith (22) |
| 10.16 | Employment Agreement Term Sheet between New York Community Bancorp, Inc. and Joseph Otting(23) |
| 10.17 | Non-Executive Chairman Term Sheet between New York Community Bancorp, Inc. and Alessandro DiNello(23) |
| 10.18 | Investment Agreement, dated as of March 7, 2024 (as amended on March 11, 2024), by and between New York Community Bancorp, Inc. and Liberty Strategic Capital (CEN) Holdings, LLC(9) |
| 10.19 | Form of Investment Agreement, dated as of March 7, 2024 (as amended on March 11, 2024), by and between New York Community Bancorp, Inc. and affiliates of funds managed by Hudson Bay Capital Management, LP(9) |
| 10.20 | Investment Agreement, dated as of March 7, 2024 (as amended on March 11, 2024), by and between New York Community Bancorp, Inc. and affiliates of funds managed by Reverence Capital Partners LLC(9) |
| 10.21 | Registration Rights Agreement, dated as of March 11, 2024, by and between New York Community Bancorp, Inc. and the investors in the March 2024 Capital Raise(9) |
| 21 | Subsidiaries of the Registrant |
| 22 | Subsidiary Issuers of Guaranteed Securities (24) |
| 23 | Consent of KPMG LLP, dated March 14, 2024 (attached hereto) |
| 31.1 | Rule 13a-14(a) Certification of Chief Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (attached hereto) |
| 31.2 | Rule 13a-14(a) Certification of Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (attached hereto) |
| 32 | Section 1350 Certifications of the Chief Executive Officer and Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 (attached hereto) |
| 97 | New York Community Bancorp, Inc. Clawback Policy (attached hereto) |
| 101.INS | XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Date File (formatted in Inline XBRL and contained in Exhibit 101) |
*Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.
** Management plan or compensation plan arrangement.
(1)Incorporated by reference to Exhibits to the Company's Form 8-K filed with the Securities and Exchange Commission on April 27, 2021 (File No. 1-31565)
(2)Incorporated by reference to Exhibits to the Company's Form 8-K filed with the Securities and Exchange Commission on April 27, 2022 (File No. 1-31565)
(3)Incorporated by reference to Exhibits to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 28, 2022 (File No. 1-31565)
(4)Incorporated by reference to Exhibits filed with the Company’s Form 10-Q for the quarterly period ended March 31, 2023 (File No. 1-31565)
(5)Incorporated by reference to Exhibits filed with the Company’s Form 10-Q for the quarterly period ended March 31, 2001 (File No. 1-31565)
(6)Incorporated by reference to Exhibits filed with the Company’s Form 10-K for the year ended December 31, 2003 (File No. 1-31565)
(7)Incorporated by reference to Exhibits to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 27, 2016 (File No. 1-31565)
(8)Incorporated herein by reference to Exhibit 3.4 of the Registrant’s Registration Statement on Form 8-A (File No. 333-210919), as filed with the Securities and Exchange Commission on March 16, 2017
(9)Incorporated herein by reference to Exhibits to the Registrant’s Current Report on Form 8-K (File No. 1-31565), as filed with the Securities and Exchange Commission on March 14, 2024
(10)Incorporated by reference to Exhibits filed with the Company’s Form 10-Q for the quarterly period ended September 30, 2017 (File No. 1-31565)
(11)Incorporated by reference to Exhibits filed with the Company’s Form 8-K filed with the Securities and Exchange Commission on March 17, 2017 (File No. 1-31565)
(12)Incorporated by reference to Exhibits filed with the Company’s Form 10-K for the year ended December 31, 2019 (File No. 1-31565)
(13) Incorporated by reference to Exhibits filed with the Company’s Form 8-K filed with the Securities and Exchange Commission on March 9, 2006 (File No. 1-31565)
(14)Incorporated by reference to Exhibits filed with the Company’s Registration Statement filed on Form S-1, Registration No. 33-66852
(15)Incorporated by reference to Exhibits filed with the 1995 Proxy Statement for the Annual Meeting of Shareholders held on April 19, 1995 (File No. 0-22278)
(16)Incorporated by reference to Exhibits filed with the 2006 Proxy Statement for the Annual Meeting of Shareholders held on June 7, 2006 (File No. 1-31565)
(17)Incorporated by reference to Exhibits filed with the 2012 Proxy Statement for the Annual Meeting of Shareholders held on June 7, 2012 (File No. 1-31565)
(18)Incorporated by reference to Exhibits filed with the Company’s Registration Statement filed on Form S-8 filed, Registration No. 333-241023
(19)Incorporated by reference to Exhibits filed with the Company’s Form 10-Q for the quarterly period ended March 31, 2022 (File No. 001-31565)
(20)Incorporated by reference to Exhibits filed with the Company’s Form 8-K filed with the Securities and Exchange Commission on December 1, 2022 (File No. 1-31565)
(21)Incorporated by reference to Exhibit 10.1 to Flagstar Bancorp, Inc.’s Form 10-Q filed with the Securities and Exchange Commission on November 6, 2015 (File No. 1-16577)
(22)Incorporated by reference to Exhibits filed with the Company’s Form 10-K for the year ended December 31, 2022 (File No. 1-31565)
(23)Incorporated by reference to Exhibits to the Company’s Current Report on Form 8-K (File No. 1-31565), as filed with the Securities and Exchange Commission on March 8, 2024
(24)Incorporated by reference to Exhibits filed with the Company’s Form 10-K for the year ended December 31, 2021 (File No. 1-31565)
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