8-K

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):April 25, 2023

VALLEY NATIONAL BANCORP

(Exact Name of Registrant as Specified in Charter)

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ☐

Item 5.07 Submission of Matters to a Vote ofSecurity Holders.

The Company held its Annual Meeting of Shareholders on April 25, 2023. On the record date of February 27, 2023, there were 507,748,997 shares of the Company’s common stock outstanding. A total of 462,283,659 shares were present or represented by proxy at the meeting. The Company’s shareholders took the following actions:

Proposal #1 – Voted on the election of 13 persons, named in the Proxy Statement, to serve as directors of the Company for the ensuing year constituting the entire Board of Directors. The following is a list of directors elected at the Annual Meeting with the number of votes “For,” “Against,” “Abstain” and “Broker Non-Votes,” as well as the percentage of votes cast “For” each director nominee.

Proposal #2 – Approved, on an advisory basis, the compensation of the Company’s named executive officers. The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, was as follows:

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Proposal #3 – Voted, on an advisory basis, in favor of holding an advisory vote on executive compensation every “1 Year.” The number of shares voted for “1 Year,” “2 Years” and “3 Years,” as well as the number of abstentions and broker non-votes, was as follows:

In light of the outcome of the vote on the frequency of advisory votes on executive compensation, the Company has made the determination to continue to hold the advisory vote on executive compensation on an annual basis until the next required vote on the frequency of such votes. Accordingly, the next shareholder advisory vote on executive compensation will be held at the Company’s 2024 Annual Meeting of Shareholders.

Proposal #4 – Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, was as follows:

Proposal #5 – Approved the Valley National Bancorp 2023 Incentive Compensation Plan. The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, was as follows:

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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.

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