UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) 

May 6, 2011

 

Commission File Number: 

1-5273-1

 

 

Sterling Bancorp

(Exact name of Registrant as specified in its charter)

 

 

New York

13-2565216

(State of other jurisdiction

(IRS Employer

of incorporation)

Identification No.)

 

650 Fifth Avenue, New York, New York

10019-6108

(Address of principal executive offices)

(Zip Code)

 

(212) 757-3300

(Registrant’s telephone number, including area code)

 

NA

(Former name, former address and former fiscal year, if changed since last report)

 

 

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:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
   

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)

 

ITEM 5.07   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

Results of 2011 Annual Stockholders Meeting

 

          On May 5, 2011, Sterling Bancorp (the “Company”) held its Annual Stockholders Meeting (the “Meeting”). As of March 18, 2011, the record date, there were 30,865,763 Common Shares, par value $1.00 per share (the “Common Shares”) outstanding and entitled to vote at the Meeting. Of the total outstanding Common Shares, 28,758,970 were voted at the Meeting. There were five proposals presented and voted on and preliminary results were reported at the Meeting. Set forth below are the final results for all proposals, which were approved by the affirmative vote of a majority of the Common Shares present in person or by proxy and entitled to vote at the Meeting.

 

Proposal 1 – Election of Directors.

 

The following directors were elected to a one-year term by affirmative vote of a plurality of the votes cast at the Meeting.

                

Nominee

For     

Withheld

Exceptions

Broker Non-Vote

 

 

 

 

 

Abrams, Robert

24,229,108

1,383,458

1,300,450

3,146,404

Adamko, Joseph M.

24,245,195

1,367,371

1,284,363

3,146,404

Cappelli, Louis J.

23,937,351

1,675,215

1,592,207

3,146,404

Ferrer, Fernando

25,185,297

427,269

344,261

3,146,404

Hershfield, Allan F.

23,839,258

1,773,308

1,690,300

3,146,404

Humphreys, Henry J.

23,841,831

1,770,735

1,687,727

3,146,404

Lazar, Robert W.

25,524,163

88,403

5,395

3,146,404

Lee, Carolyn Joy

24,901,747

710,819

627,811

3,146,404

Millman, John C.

24,262,504

1,350,062

1,267,054

3,146,404

Rossides, Eugene

23,254,285

2,358,281

2,275,273

3,146,404

 

Proposal 2 – Ratification of the appointment by the Audit Committee of the Board of Directors of Crowe Horwath LLP as the Company’s independent registered public accounting firm for fiscal year 2011.

 

 

     For

Against

Abstain

Not Voted

Votes Cast

28,600,486

118,207

40,277

2,106,792

 

 

Proposal 3 – Advisory approval of the compensation of the Company’s named executive officers.

 

 

     For

Against

Abstain

Not Voted

Broker Non-Vote

Votes Cast

21,725,145

2,058,960

1,828,461

5,253,195

3,146,404

 

 

Proposal 4 – Reapproval of the Sterling Bancorp Key Executive Incentive Bonus Plan.

 

 

     For

Against

Abstain

Not Voted

Broker Non-Vote

Votes Cast

24,439,107

461,216

712,243

5,253,195

3,146,404

 

 

Proposal 5 – Approval of an amendment of the Certificate of Incorporation to increase the number of authorized Common Shares of Sterling Bancorp from 50,000,000 to 100,000,000

 

 

     For

Against

Abstain

Not Voted

Votes Cast

24,646,519

4,043,870

68,581

2,106,792

 

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: 

May 6, 2011

 

 

 

 

BY:

/s/ Debra A. Ashton

 

Corporate Secretary