FLAGSTAR BANK, NATIONAL ASSOCIATION
For the period ended Jun 5, 2024. Filed Apr 26, 2024.
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Jun 5, 2024 · Filed Apr 26, 2024
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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
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 14-a6(e)(2)) |
| ☒ | Definitive proxy statement |
| ☐ | Definitive additional materials |
| ☐ | Soliciting material under Rule 14a-12 |
New York Community Bancorp, Inc.
(Name of Registrant as specified in its Charter)
Payment of filing fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee computed on table below per Exchange Act Rule 14a-6(i)(4), and 0-11. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
MEETING DATE
June 5, 2024
Letter to Our Shareholders
April 26, 2024
DEAR FELLOW SHAREHOLDERS:
You are cordially invited to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of New York Community Bancorp, Inc. (the “Company”), the holding company for Flagstar Bank, National Association. The Annual Meeting will be held in a “virtual” format through a live webcast on June 5, 2024, at 10:00 a.m. Eastern Daylight Time. You will be able to attend the Annual Meeting, vote, and submit questions by visiting www.virtualshareholdermeeting.com/NYCB2024.
In 2024, New York Community Bancorp, Inc. embarked on its 165 th year serving the banking needs of communities across America. Today we are a full-service bank serving the needs of over 735,000 consumers and over 94,000 business clients. Throughout the communities that we serve, we aim to support our customers and assist them with their dreams of buying a home, building a business, or saving for the future. We are also honored to have nearly 9,000 teammates, most of whom have a long legacy with the organization, and come to work every day with the goal of providing high quality banking services. They prove that together we can do great things.
The past year presented the Company with challenges, which resulted in losses in 2023 and a decline in our stock price after we announced our results in early 2024. We understand the concern this has caused and are working diligently to ensure a path for the success of the Company going forward.
The primary factor impacting our 2023 results was credit deterioration in our loan portfolio. During the fourth quarter of last year, we started to experience weakness in our commercial real estate loan portfolio. More specifically, due to changes in New York State legislation and in on-site work policies, our rent-regulated multi-family portfolio and our Manhattan-based office portfolio began to see stress in values and debt service coverage. While we did take some actions to mitigate this during the fourth quarter, nevertheless, it resulted in a year-over-year increase in the level ofnon-performing loans and criticized assets. Accordingly, we recorded a $552 million provision for credit losses during the fourth quarter. In addition, we experienced other challenges given our growth through acquisitions.
We are not taking these challenges lightly. We implemented a number of measures during the past several months to proactively address the situation, including conducting a deep-dive into the loan portfolio and there-rating of certain loans, adding an additional $10 billion ofon-balance sheet liquidity, and enhancing our internal audit and risk management frameworks. To this end, we recently hired a new Chief Risk Officer and Chief Audit Executive. Both individuals are proven leaders with extensive large bank experience and expertise in their respective areas.
In March of this year, we raised over $1 billion of equity capital anchored by several well-regarded investment firms. The capital raise was anchored by Liberty Strategic Capital, led by Steven T. Mnuchin, the 77 th Secretary of the Treasury, Hudson Bay Capital Management, and Reverence Capital Partners, along with several other investors. This important investment by such high-quality investors represents strong support in the Company and we believe provides us with sufficient capital to execute on our business plan.
In conjunction with the capital raise, I was appointed President and Chief Executive Officer of the Company, effective April 1 st. I am honored to be leading New York Community during this next phase of its history and am looking forward to driving value for all shareholders. In addition, the Board of Directors was reconstituted with five new directors, including myself and former Treasury Secretary Mnuchin, who is now the Board’s lead independent director.
We understand that regaining your trust and confidence will take time and consistent results. We are confident, however, that the steps we are taking are the right ones. We have a dedicated leadership team, a talented workforce, strong liquidity, and a clear vision for the future. I believe we will emerge from this challenging period a more resilient, successful bank with a more diverse, balanced business model and a stronger risk management framework. We are committed to open communications and will continue to provide you with regular updates on our progress.
The attached Notice and Proxy Statement describe the formal business to be transacted at the Annual Meeting, including with respect to the Company’s corporate governance, executive compensation, and other matters. In addition, you will be asked to vote on a number of proposals related to our recent capital raise – your vote is very important, regardless of the number of shares of NYCB common stock you own, as approval of these matters will provide material capital and financial benefits to the Company as further explained in the Proxy Statement. In particular, your approval of Proposal 4 (Amended and Restated Certificate of Incorporation (“COI”) Amendment to Increase our Total Authorized Common Stock), Proposal 6 (Limited Waiver of our COI’s 10% Voting Limitation) and Proposal 7 (Our Issuance of 20% or more of Common Stock) are imperative in order to (i) complete the recapitalization envisioned by the March 2024 capital raise, (ii) ensure that the new investors convert or exchange their dividend-bearing preferred stock to common stock to the greatest extent possible and (iii) enable the Company to obtain the full capital benefits of the March 2024 capital raise by greatly improving the Company’s tangible common equity. We encourage you to cast your vote by signing, dating, and returning the proxy card promptly, or by voting online or by telephone as instructed on the proxy card. As the holders of a majority of our common stock entitled to vote must be represented, either in person or by proxy, to constitute a quorum at the Annual Meeting, we would appreciate your timely response. Directors and officers of New York Community Bancorp, Inc. and Flagstar Bank, N.A., as well as representatives of KPMG LLP, the Company’s independent registered public accounting firm, will be present at the Annual Meeting and will be pleased to respond to any questions you may have. On behalf of the Board of Directors, officers, and employees of Flagstar Bank, N.A. and New York Community Bancorp, Inc., we thank you for your continued interest and support.
Meeting Notice
NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
OF NEW YORK COMMUNITY BANCORP, INC.
102 DUFFY AVENUE, HICKSVILLE, NEW YORK 11801
| DATE AND TIME: | June 5, 2024 at 10:00 a.m., Eastern Daylight Time. |
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| PLACE: | The 2024 Annual Meeting of Shareholders of New York Community Bancorp, Inc. (the “Company”) will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/NYCB2024. |
| ITEMS OF BUSINESS: | 1) The election of three directors to three-year terms; 2) The ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024; 3) Approval, on a non-binding advisory basis, of the Company’s named executive officer compensation; 4) A proposal to amend the Amended and Restated Certificate of Incorporation of the Company (the “COI”) to increase (a) the total number of shares of stock of all classes that the Company has authority to issue from 905,000,000 to 2,005,000,000 and (b) the number of authorized shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) that the Company has authority to issue from 900,000,000 to 2,000,000,000; 5) A proposal to amend the COI to effect a reverse stock split of the Common Stock by a ratio of 1-3, with such action to be effected at such time and date as determined by the Board of Directors of the Company within one year after the conclusion of the Annual Meeting, and a corresponding reduction in the total number of shares of Common Stock that the Company is authorized to issue under the COI; 6) A proposal to waive the application of Article Fourth, Section C, Clauses 1 and 4 of the COI with respect to affiliates of funds managed by Liberty 77 Capital L.P. (the “Liberty Investors”) and affiliates of funds managed by Reverence Capital Partners, L.P. (the “Reverence Investors”), but not any other shareholders of the Company, which provision prohibits any person who beneficially owns, directly or indirectly, more than 10% of the then-outstanding shares of Common Stock from voting any such shares in excess of such 10% threshold; 7) A proposal to approve the issuance of shares of Common Stock in connection with the March 2024 capital raise (as defined herein) pursuant to New York Stock Exchange (“NYSE”) listing rules; 8) A proposal to amend the New York Community Bancorp, Inc. 2020 Omnibus Incentive Plan; 9) A proposal to amend the COI and Amended and Restated Bylaws of the Company (the “Bylaws”) in order to eliminate supermajority voting requirements; 10) To consider a shareholder proposal, as described in the accompanying Proxy Statement, if properly presented at the Annual Meeting; 11) A proposal to adjourn the Annual Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, sufficient votes to approve the proposals listed as numbers (4), (6) and (7) of this section have not been obtained by the Company; and 12) Such other matters as may properly come before the Annual Meeting or any adjournments thereof, including whether or not to adjourn the Annual Meeting. |
| WHO CAN VOTE: | You are entitled to vote if you were a shareholder of record at the close of business on April 12, 2024. |
| VOTING: | We urge you to participate in the Annual Meeting, either by attending and voting in person or by voting as promptly as possible by telephone, through the Internet, or by mailing your completed proxy card (or voting instruction form, if you hold your shares through a broker, bank, or other nominee). Each share of Common Stock is entitled to one vote on each matter to be voted upon at the Annual Meeting. Different proposals require different levels of approval from our shareholders – some require as much as 80% of all the issued and outstanding shares of Common Stock voting in favor. Your vote is important and we urge you to exercise your right to cast it, as approval of Proposal 4 (COI Amendment to Increase our Total Authorized Common Stock), Proposal 6 (Limited Waiver of our COI’s 10% Voting Limitation) and Proposal 7 (Our Issuance of 20% or more of Common Stock) (Proposals 4, 6 and 7, together, the “Capital Raise Matters”) will provide material capital and financial benefits to the Company as further explained in the Proxy Statement. |
| MEETING ADMISSION: | To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/NYCB2024, you must enter the control number found on the proxy card or voting instruction form you received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the Annual Meeting. |
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| 2023 ANNUAL REPORT: | A copy of our 2023 Annual Report to Shareholders, including our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2023, accompanies this Notice and Proxy Statement. |
| DATE OF DISTRIBUTION: | This Notice, the Proxy Statement, and the proxy card are first being made available or mailed to shareholders on or about April 26, 2024. |
By Order of the Board of Directors,
Bao Nguyen Senior Executive Vice President, General Counsel and Chief of Staff Hicksville, New York
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024
The Company’s Notice of Annual Meeting, Proxy Statement, and 2023 Annual Report to Shareholders
are available, free of charge, atwww.proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.