Good morning, welcome to the annual meeting of shareholders of Sterling Bancorp. My name is Tom O'Brien, and I am the Chairman, President, and Chief Executive of Sterling Bancorp and will act as the Chairman of this meeting. On behalf of the board of directors, management, and staff of Sterling Bancorp, thank you for taking time to participate in today's meeting. As COVID-19 continues to be a concern, your board believes that a virtual meeting format will best protect the health and safety of all attendees. For the second time, we are holding a virtual annual meeting using technology that allows shareholders the opportunity to exercise the same rights as if they attended the meeting in person. It's now 1:00 P.M., and this meeting is officially called to order. I would first like to introduce our current board members who are joining us today. Peggy Daitch, Tracey Dedrick, Steven Gallotta, Denny Kim, Seth Meltzer, Sandra Seligman, Ben Wineman, and Lyle Wolberg. I'd also like to introduce our executive management team who are with us. Steve Huber, Chief Financial Officer, Christine Meredith, Chief Risk Officer, Colleen Kimmel, General Counsel and Corporate Secretary, Colleen will act as secretary of this meeting. Also participating today is Bill Brewer, a partner with Crowe LLP, the company's independent registered public accounting firm, who will be available for questions on audit and accounting matters later in the meeting. Finally, the company has appointed Broadridge Financial Solutions to act as our inspector of election. Tracy Oats is with us today as a representative of Broadridge and has taken the oath of inspector of election. The purposes of today's meeting are, first, to elect three directors, each to serve for a three-year term expiring at the 2024 annual meeting of shareholders. Second, to approve the resolution listed in Proposal two of the proxy statement regarding the compensation of our named executive officers for 2020. Which is an advisory, non-binding vote known as a say-on-pay vote. Third, to recommend whether the frequency of the say-on-pay vote should be every year, every two years, or every three years, which is also an advisory, non-binding vote known as a say-when-on-pay vote. Fourth, to ratify the appointment of Crowe LLP to act as the company's independent registered public accounting firm for the year ending December 31st, 2021. The secretary of the meeting has a certified list of eligible shareholders of the company entitled to vote at this meeting. I will now ask Ms. Kimmel to make her report. Thank you, Mr. Chairman. Broadridge Financial Solutions has delivered an affidavit to show that notice of the meeting has been duly given and that a proxy statement dated April 13th, 2021, and form of proxy, has been mailed to every shareholder of record as of the close of business on March 29th, 2021, which was the record date fixed by the board of directors. There were 49,856,496 shares of common stock of the company outstanding on the record date. Tracy A. Oats, the inspector of election, has filed with me an oath of office and has advised that at least 48,995,884 shares of common stock, representing at least 98% of the shares entitled to vote at this meeting, are represented at the annual meeting by proxy or in person, and that therefore a quorum is present. A list of the registered shareholders on the record date is available for your review on the virtual annual meeting webpage. Thank you, Ms. Kimmel. I now declare the 2021 annual meeting of Sterling Bancorp to be lawfully and properly convened. I will turn now to the business of the annual meeting. Please note that we will give shareholders an opportunity to ask questions and comment on the proposals themselves after all the proposals have been presented. In order to have a constructive annual meeting, we have prepared and made available on the portal the agenda and the rules governing conduct and procedure that we will follow for today's meeting. These may be accessed by clicking where indicated on the portal. Questions may be submitted at any time during the meeting following the instructions on the portal. Shareholders and proxy holders who wish to ask questions or make comments are requested to observe the rules governing conduct and procedure. The first item of business is the election of directors. The board of directors is divided into three classes. The directors of each class serve for a term of three years, with one class elected each year. In all cases, directors serve until their successors are elected and qualified. The board of directors, on the recommendation of the nominating committee, has nominated the following persons as directors, each to serve for a three-year term expiring at the 2024 annual meeting of shareholders. Peggy Daitch, her term to expire in 2024. Tracey Dedrick, also to expire in 2024, and Lyle Wolberg, also to expire in 2024. The board of directors unanimously recommends that shareholders vote for the nominees for directors. The company has received no other nominations for directors in accordance with the procedures in the company's bylaws allowing for the submission of additional nominations, and therefore, I declare the nomination for directors closed. We will now proceed to the second item of business, which is the advisory, non-binding say-on-pay vote to approve the compensation of our named executive officers for 2020. The board of directors unanimously recommends that shareholders adopt the following resolution, which I will now read. Resolve that the company shareholders approve on an advisory, non-binding basis the compensation paid to the company's named executive officers for the fiscal year ended December 31st, 2020, as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables, and narrative discussion. Next, we will address the third item of business, which is whether the frequency of the say-on-pay vote should be every year, every two years, or every three years. Our board of directors unanimously recommends that shareholders vote in favor of holding a say-on-pay vote on the compensation of our named executive officers every year. Number four, we will now proceed to the last item of business, which is to ratify the appointment of Crowe LLP as the company's independent registered public accounting firm for the year ending December 31st, 2021. The appointment of Crowe LLP to act as the independent registered public accounting firm of the company was made by the audit committee of the board of directors of the company. Bill Brewer, a partner with Crowe, will be available to respond to appropriate questions from shareholders during the discussion period. Thank you, Tom. No comments from me. Okay, thank you. The board of directors has unanimously recommended that the company's shareholders vote for the ratification of the appointment of Crowe LLP to serve as contract as the company's independent registered public accounting firm for the year ending December 31st, 2021. The meeting is now open for discussion of the foregoing proposals. At this time, questions are limited to the proposals presented. We will address questions submitted concerning the company later in this meeting. There have been no questions submitted. Later in this meeting. There have been no questions submitted. Okay. Since there have been no questions or comments, and since there is no other business on today's agenda for this annual meeting, we will proceed with the balloting on each of the foregoing proposals. If you have already voted by proxy and do not wish to change your vote, you need not vote in person at this meeting. If you wish to revoke your proxy and change your vote, you may do so now by following the instructions on the portal. If you need to vote or change your vote, please do so now. Okay, it's now 1:10 P.M., and I declare the polls closed. While the inspector is preparing a preliminary report of the results of the votes, we'll now make a presentation on the company state of business and affairs. Just a few notes that I have really to update our shareholders on the company and the activities during the past year. As you know, there was an awful lot going on at Sterling in 2020. We've had a significant change in the management of the institution and the company. Probably seems to you like we just had this meeting, which actually is the case because the last shareholder meeting was at the end of 2020. As I've tried to note in our quarterly and annual earnings reports, the bank and the company have made a lot of progress. Fortunately, at this point, all of our SEC reports are now caught up to date, and in 2021, everything has been filed timely. There's been an enormous amount of progress within Sterling, but candidly, most are only visible really below the waterline. Expenses at the company remain extraordinarily high, we do remain hopeful that we will see some gradual improvement later in this year and then into 2022. All of your management team and the board are engaged with multiple high priorities, including an IT platform conversion scheduled for August. The continuing governmental investigations and related activities dealing with the COVID-19, addressing multiple internal control issues, significantly enhancing the BSA and AML operations, which is ongoing and at the core of the regulatory formal agreement requirements. We've been busy managing through a very complex credit portfolio, most especially on the commercial side. Busy properly risk rating and identifying concerns within those portfolios and developing from the ground up a contemporary enterprise risk management framework. We continue to work to establish strong, open, and transparent relationships with our regulators, and that improvement has been recognized on both sides. The board of directors has been an integral part of these efforts and has been totally supportive of these many initiatives. We are fortunate to have recruited three new directors to the Board this past year, Steven Gallotta, Denny Kim, and Tracey Dedrick. Each bring new perspective to our deliberations and round out the skill set in the boardroom. As I mentioned, we've been busy every day. Very little time to come up for air. There's an awful lot to accomplish. We're trying to do it as expeditiously as we possibly can, but doing so in a prioritized manner so that we get the critical things done first. Probably nothing more critical for us than the IT platform conversion because a lot of further remedial work hangs on getting that done and getting it done on time. Other than that, the environment when I joined the bank here last year, I will tell you candidly, I had more concerns about the general state of the economy and the trends. Quite frankly, in the intervening period of time, circumstances look like the economy has remained strong and grown significantly. Obviously, enormous amounts of federal stimulus money is in the system. It has certainly helped the residential real estate market and my big concerns on the overall commercial real estate market certainly weren't, at least at this point, not as bad as my concerns were nine months ago. I think that's all good. We have a lot to do in 2021. As I mentioned at the beginning of this, we're making a lot of progress. Certainly not all of that is visible to you. I think over the period of the balance of this year, you'll start to actually see more noticeable improvements. The governmental investigations from a timing perspective are pretty much out of our control. I can't really give you much assurance on that process other than it appears that things are continuing to move along in a way that will give us a lot more visibility by the end of this year anyhow. That's the extent of my remarks for what's going on in the company. We can take questions at this point, and I'll answer anything I can. There's been no questions through this. No way. Other meetings. With no questions, I don't know if anything's on anybody's mind in particular, but that is the state of affairs of the company. We try to keep our lines of communication open and be as careful as we can in making sure that our quarterly earnings report are fulsome, that our disclosures are transparent for everybody, and what the challenges are and how we're addressing them are front and center. With that, I do appreciate your interest in the company and to the extent shareholders have questions, they usually know where to find us, so don't hesitate. At this point, I can call for the preliminary report of the results of the voting. The highest number of votes. Thank you, Mr. O'Brien. The preliminary report shows that the following persons, having received the highest number of votes in the election of directors of the company, have been duly elected as directors of the company to serve for a term to expire at the annual meeting of shareholders to be held in 2024. Peggy Daitch, term to expire 2024, Tracey Dedrick, term to expire 2024, and Lyle Wolberg, term to expire 2024. Proposal two, the preliminary report shows that proposal two received the affirmative vote of at least a majority of the shares represented and entitled to vote at this annual meeting, thereby approving the resolution listed under proposal two in the 2021 proxy statement related to the compensation paid to the company's named executive officers for the fiscal year ending December 31, 2020. The preliminary report shows that proposal three received the affirmative vote of at least a majority of the shares represented and entitled to vote at this annual meeting, thereby approving the holding of an advisory, non-binding shareholder vote on the compensation of the company's named executive officers every year. Proposal four, the preliminary report shows that proposal four received the affirmative vote of at least a majority of the shares represented and entitled to vote at this annual meeting, thereby ratifying the appointment of Crowe LLP as the independent registered public accounting firm for the company for the year ending December 31, 2021. Mr. O'Brien. Very good. Thank you, Inspector. The final official results of this annual meeting will be filed with the Securities and Exchange Commission in a current report on Form 8-K within four business days of the date of this meeting and will also be available on our website at investors.sterlingbank.com. There being no further business, I can declare that the 2021 annual meeting of shareholders of Sterling Bancorp is hereby adjourned. Thank you all for your attendance, your participation, and your interest in our company. Have a good day.
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