New York Community Bancorp, Inc.
Extract: Charter Amendment (Plain English Desc) from a 8-K on 06/10/2024   Download
SEC Document
SEC Filing

On June 5, 2024, New York Community Bancorp, Inc. (the “Company”) held its 2024 annual meeting of shareholders (the “Annual Meeting”). As described in Item 5.07 of this report, at the Annual Meeting, the shareholders of the Company approved proposals 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 of the Company (“Common Stock”) from 900,000,000 to 2,000,000,000 (the “COI Amendment”); and



Waive from the application of Article Fourth, Section C, Clauses 1 and 4 of the COI, which provision prohibits any person who beneficially owns, directly or indirectly, more than 10% of the then-outstanding shares of Common Stock from voting in excess of such 10% threshold, 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.

The COI Amendment became effective upon the filing of a Certificate of Amendment (the “Amendment”) with the Secretary of State of the State of Delaware on June 7, 2024.