NEW YORK COMMUNITY BANCORP INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Directors: Alan Frank

NEW YORK COMMUNITY BANCORP INC.’s own tally for this item (“Elect Director: Alan Frank”): 470,976,439 for, 11,578,138 against, per its Form 8-K filed June 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following individuals were elected as directors, each for a three-year term, by the following vote: There were 166,764,944 broker non-votes on this proposal.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 87 asset managers below reported 149,178,525 for, 295,107 against, 146,891 abstained.

Showing the 25 largest of 87 asset managers. See all 87 in the interactive database.

Description as filed by funds: Election of Directors: Jennifer R. Whip

NEW YORK COMMUNITY BANCORP INC.’s own tally for this item (“Elect Director: Jennifer R. Whip”): 441,548,969 for, 41,067,044 against, per its Form 8-K filed June 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following individuals were elected as directors, each for a three-year term, by the following vote: There were 166,764,944 broker non-votes on this proposal.”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 87 asset managers below reported 143,320,785 for, 6,152,847 against, 146,891 abstained.

Showing the 25 largest of 87 asset managers. See all 87 in the interactive database.

Description as filed by funds: Election of Directors: Milton Berlinski

NEW YORK COMMUNITY BANCORP INC.’s own tally for this item (“Elect Director: Milton Berlinski”): 470,137,885 for, 12,371,477 against, per its Form 8-K filed June 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following individuals were elected as directors, each for a three-year term, by the following vote: There were 166,764,944 broker non-votes on this proposal.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 87 asset managers below reported 149,178,525 for, 295,107 against, 146,891 abstained.

Showing the 25 largest of 87 asset managers. See all 87 in the interactive database.

Description as filed by funds: A proposal to amend the Amended and Restated Certificate of Incorporation and Bylaws of the Company to eliminate supermajority voting requirements.

NEW YORK COMMUNITY BANCORP INC.’s own tally for this item (“9. The results of the vote to amend the COI and Amended and Restated Bylaws of the Company in order to eliminate supermajority voting requirements”): 462,755,658 for, 19,949,501 against, per its Form 8-K filed June 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 87 asset managers below reported 149,620,523 for.

Showing the 25 largest of 87 asset managers. See all 87 in the interactive database.

Description as filed by funds: A proposal to waive the application of Article Fourth, Section C, Clauses 1 and 4 of the Amended and Restated Certificate of Incorporation with respect to affiliates of funds managed by Liberty 77 Capital L.P. and affiliates of funds managed by Reverence Capital Partners, L.P. 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.

NEW YORK COMMUNITY BANCORP INC.’s own tally for this item (“6. The results of the vote to 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 ”): 460,826,071 for, 20,871,133 against, per its Form 8-K filed June 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 86 asset managers below reported 149,143,407 for, 146,891 abstained.

Showing the 25 largest of 86 asset managers. See all 86 in the interactive database.

Description as filed by funds: A proposal to amend the Amended and Restated Certificate of Incorporation of the Company 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 from 900,000,000 to 2,000,000,000.

NEW YORK COMMUNITY BANCORP INC.’s own tally for this item (“4. The results of the vote to amend 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 sh”): 455,437,797 for, 28,151,093 against, per its Form 8-K filed June 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 87 asset managers below reported 148,218,374 for, 1,402,149 against.

Showing the 25 largest of 87 asset managers. See all 87 in the interactive database.

Description as filed by funds: A proposal to amend the Amended and Restated Certificate of Incorporation 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 2024 Annual Meeting of Shareholders of the Company, and a corresponding reduction in the total number of shares of Common Stock that the Company is authorized to issue under the Amended and Restated Certificate of Incorporation.

NEW YORK COMMUNITY BANCORP INC.’s own tally for this item (“5. The results of the vote to amend the COI to effect a reverse stock split of the Common Stock by a ratio of 1-3 (with such action to take place as determined by the Board of Directors of the Company within one year aft”): 599,667,402 for, 48,822,550 against, per its Form 8-K filed June 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 87 asset managers below reported 149,473,632 for, 146,891 abstained.

Showing the 25 largest of 87 asset managers. See all 87 in the interactive database.

Description as filed by funds: A proposal to approve the issuance of shares of Company Common Stock in connection with the March 2024 capital raise pursuant to New York Stock Exchange listing rules.

NEW YORK COMMUNITY BANCORP INC.’s own tally for this item (“7. The results of the vote to approve the issuance of shares of Common Stock in connection with the March 2024 capital raise pursuant to New York Stock Exchange listing rules”): 420,252,385 for, 21,563,087 against, per its Form 8-K filed June 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 86 asset managers below reported 149,032,804 for, 257,494 against.

Showing the 25 largest of 86 asset managers. See all 86 in the interactive database.

Description as filed by funds: An adjournment proposal, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve Proposals 4, 6 and 7.

NEW YORK COMMUNITY BANCORP INC.’s own tally for this item (“11. The results of the vote to adjourn the Annual Meeting to solicit additional proxies if sufficient votes to approve proposals (4), (6) and (7) were not obtained by the Company”): 457,583,564 for, 25,004,414 against, per its Form 8-K filed June 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 86 asset managers below reported 148,719,024 for, 424,383 against, 146,891 abstained.

Showing the 25 largest of 86 asset managers. See all 86 in the interactive database.

The 86 asset managers below reported 119,787,172 for, 29,283,853 against, 219,273 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 86 asset managers. See all 86 in the interactive database.

Description as filed by funds: Amend Omnibus Stock Option Plan

NEW YORK COMMUNITY BANCORP INC.’s own tally for this item (“8. The results of the vote to amend the Incentive Plan to increase the shares of Common Stock reserved for issuance under the Incentive Plan by 35.”): 390,448,118 for, 90,709,077 against, per its Form 8-K filed June 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 81% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 1 managers: 330,225 against.

Institutional-manager reports, all 1 managers: 5,579 for.

Description as filed by funds: An advisory vote to approve compensation for our executive officers disclosed in the accompanying Proxy Statement.

NEW YORK COMMUNITY BANCORP INC.’s own tally for this item (“3. The results of the vote to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers”): 456,306,750 for, 25,374,678 against, per its Form 8-K filed June 10, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 86 managers: 149,465,547 for, 146,891 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 353 managers: 121,032,863 for, 1,193,744 against, 111,461 withheld, 12,741 abstained, 60 not voted, 1,685 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: The ratification of the appointment of KPMG LLP as the independent registered public accounting firm of New York Community Bancorp, Inc. in the fiscal year ending December 31, 2024.

NEW YORK COMMUNITY BANCORP INC.’s own tally for this item (“2. The appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024”): 627,777,841 for, 22,073,086 against — passed, per its Form 8-K filed June 10, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024 was ratified by the following vote:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 86 asset managers below reported 149,132,192 for, 11,215 against, 146,891 abstained.

Showing the 25 largest of 86 asset managers. See all 86 in the interactive database.

Description as filed by funds: A shareholder proposal on Simple Majority Vote

NEW YORK COMMUNITY BANCORP INC.’s own tally for this item (“10. A shareholder proposal to establish a requirement for a simple majority vote”): 197,331,385 for, 283,175,799 against, per its Form 8-K filed June 10, 2024 (Item 5.07). FOR was not more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 41% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 87 asset managers below reported 50,362,866 for, 99,110,766 against, 146,891 abstained.

Showing the 25 largest of 87 asset managers. See all 87 in the interactive database.