8-K
Flagstar Bank, National Association (FLG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 5, 2023
NEW YORK COMMUNITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-31565 | 06-1377322 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation or organization) | Commission<br>File Number | (I.R.S. Employer<br>Identification No.) |
102 Duffy Avenue, Hicksville, New York 11801
(Address of principal executive offices)
(516) 683-4100
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | NYCB | New York Stock Exchange |
| Bifurcated Option Note Unit SecuritiES ^SM^ | NYCB PU | New York Stock Exchange |
| Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock, $0.01 par value | NYCB PA | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
CURRENT REPORT ON FORM 8-K
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
(c) Appointment of Certain Officers
On September 5, 2023, New York Community Bancorp, Inc. (the “Company”) appointed Julie-Ann Signorille-Browne as Senior Executive Vice President and Chief Operating Officer of the Company. Ms. Signorille-Browne will serve as the Company’s principal operating officer in her current capacity as Senior Executive Vice President and Chief Operating Officer of the Company.
Ms. Signorille-Browne, age 59, joined the Company in 2021 as Executive Vice President and Chief Administrative Officer, was appointed Assistant Chief Operating Officer in June 2022, and was appointed Director of Operations in December 2022. She has more than three decades of experience in bank operations, process management, and mergers and acquisitions integration. Prior to joining the Company, Ms. Signorille-Browne served as Executive Vice President and Chief Operating Officer of the consumer bank at Citizens Financial Group from September 2017 to May 2021.
Ms. Signorille-Browne is an “at will” employee and does not have an employment agreement with the Company. The written and unwritten arrangements under which Ms. Signorille-Browne is compensated include:
| • | a base salary, which is currently $600,000, reviewed annually by the Compensation Committee of the Board of Directors of the Company; |
|---|---|
| • | eligibility for cash bonuses and eligibility for awards under the Company’s 2020 Omnibus Incentive Plan, as determined by the Compensation Committee; and |
| --- | --- |
| • | a broad-based benefits package offered to all employees, including medical, dental and vision benefits and long-term disability, life, accidental death and dismemberment and voluntary life insurance. |
| --- | --- |
No material plan, contract or arrangement has been entered into, or materially amended, in connection with Ms. Signorille-Browne’s appointment as the Company’s Senior Executive Vice President and Chief Operating Officer and no grant or award has been made to Ms. Signorille-Browne under any such plan, contract or arrangement in connection with her appointment as Senior Executive Vice President and Chief Operating Officer. The Company previously entered into a change in control agreement with Ms. Signorille-Browne, dated as of September 7, 2021, pursuant to which certain severance payments would be due to Ms. Signorille-Browne following a change in control event involving the Company. The terms of Ms. Signorille-Browne’s change in control agreement were not amended in connection with Ms. Signorille-Browne’s appointment as Senior Executive Vice President and Chief Operating Officer.
There are no family relationships between Ms. Signorille-Browne and any director or executive officer of the Company, and there are no arrangements or understandings with any person pursuant to which she has been selected as an officer of the Company. Except as provided above, there have been no transactions directly or indirectly involving Ms. Signorille-Browne that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K of the Securities and Exchange Commission.
| Item 8.01. | Other Events. |
|---|
On September 6, 2023, the Company issued a press release announcing the appointment of Julie Signorille-Browne as Senior Executive Vice President and Chief Operating Officer of the Company. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| Exhibit Number | Description |
| --- | --- |
| 99.1 | Press Release Dated September 6, 2023 |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 11, 2023 | NEW YORK COMMUNITY BANCORP, INC. |
|---|---|
| /s/ Salvatore DiMartino | |
| Salvatore DiMartino | |
| Executive Vice President | |
| Chief of Staff to the CEO |
EX-99.1
Exhibit 99.1
102 Duffy Avenue, Hicksville, NY 11801 • Phone: (516) 683-4420 • www.myNYCB.com
| FOR IMMEDIATE RELEASE | Investor and Media Contact: | Salvatore J. DiMartino |
|---|---|---|
| (516) 683-4286 |
NEW YORK COMMUNITY BANCORP, INC. PROMOTES JULIE SIGNORILLE-BROWNE TO
SENIOR EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER
Hicksville, N.Y., September 6, 2023 – New York Community Bancorp, Inc. (NYSE: NYCB) (the “Company”) today announced the appointment of Julie Signorille-Browne as Senior Executive Vice President and Chief Operating Officer. Ms. Signorille-Browne joined the Company in 2021 as Executive Vice President and Chief Administrative Officer and has more than three decades of experience in bank operations, process improvement, and M&A integration. Prior to joining the Company, she was Executive Vice President and Chief Operating Officer of the consumer bank at Citizens Financial Group, where she was responsible for consumer banking operations.
Thomas R. Cangemi, President and Chief Executive Officer, stated, “In the two years since Julie has been with the Company, she has been a key part of the executive leadership team and been integral to our success. She is a highly motivated and results driven individual, as well as a strong leader with a proven track record of success. I am confident that Julie will continue to be a positive force at the new Flagstar.”
In addition to her current duties, which mainly include managing all retail banking operations, corporate real estate management and shared services, commercial loan servicing operations, and the customer contact center, Ms. Signorille-Browne will also be responsible for information technology and human resources and will have oversight of both the Flagstar and Signature Bank conversions.
About New York Community Bancorp, Inc.
New York Community Bancorp, Inc. is the parent company of Flagstar Bank, N.A., one of the largest regional banks in the country. The Company is headquartered in Hicksville, New York with regional headquarters in Troy, Michigan. At June 30, 2023, the Company had $118.8 billion of assets, $84.9 billion of loans, deposits of $88.5 billion, and total stockholders’ equity of $11.1 billion.
Flagstar Bank, N.A. operates 436 branches, including strong footholds in the Northeast and Midwest and exposure to high growth markets in the Southeast and West Coast. Flagstar Mortgage operates nationally through a wholesale network of approximately 3,000 third-party mortgage originators. In addition, the Bank has 132 private banking teams located in over 10 cities in the metropolitan New York City region and on the West Coast, which serve the needs of high-net worth individuals and their businesses.
New York Community Bancorp, Inc. has market-leading positions in several national businesses, including multi-family lending, mortgage origination and servicing, and warehouse lending. The Company is the 2nd largest multi-family portfolio lender in the country and the leading multi-family portfolio lender in the New York City market area, where it specializes in rent-regulated, non-luxury apartment buildings. Flagstar Mortgage is the 8th largest bank originator of residential mortgages for the 12-months ending June 30, 2023, while we are the industry’s 5th largest sub-servicer of mortgage loans nationwide, servicing 1.6 million accounts with $426 billion in unpaid principal balances. Additionally, the Company is the 2nd largest mortgage warehouse lender nationally based on total commitments.