NYCB shareholders approve board declassification, supermajority removal, and 17.5M share incentive plan increase

9. The results of the vote to consider a shareholder proposal requesting the Board of Directors evaluate and issue a report describing how the Company’s lobbying and policy influence activities align with the goal of the Paris Agreement to limit average global warming and temperature increases were as follows: Shares Voted For Shares Voted Against Abstentions 423,133,892 22,441,916 5,743,511 There were 126,146,608 broker non-votes on this proposal.

1. The following individuals were elected as directors, each for a three-year term, by the following vote: Name Shares Voted For Shares Voted Against Abstentions Alessandro P. DiNello 438,771,588 10,239,108 2,308,623 Leslie D. Dunn 424,027,400 24,977,848 2,314,071 Lawrence Rosano, Jr. 435,102,903 13,980,784 2,235,632 Robert Wann 440,191,945 8,824,625 2,302,749 There were 126,146,608 broker non-votes on this proposal.

8. The results of the vote to consider a shareholder proposal requesting Board action to eliminate the supermajority voting requirements in the Company’s Amended and Restated Certificate of Incorporation and Bylaws were as follows: Shares Voted For Shares Voted Against Abstentions 144,634,977 302,100,184 4,584,158 There were 126,146,608 broker non-votes on this proposal.

5. The results of the vote to amend the Amended and Restated Certificate of Incorporation of the Company in order to phase out the classification of the Board of Directors and provide instead for the annual election of directors were as follows: Shares Voted For Shares Voted Against Abstentions 444,702,862 4,317,474 2,298,983 There were 126,146,608 broker non-votes on this proposal.

6. The results of the vote to amend the Amended and Restated Certificate of Incorporation and Bylaws of the Company in order to eliminate the supermajority voting requirements contained therein were as follows: Shares Voted For Shares Voted Against Abstentions 440,809,560 7,430,879 3,078,880 There were 126,146,608 broker non-votes on this proposal.

4. The results of the vote of the recommendation, on a non-binding advisory basis, of the frequency with which the advisory vote on the Named Executive Officer Compensation shall occur were as follows: One-Year Two Years Three Years Abstentions 415,488,993 3,188,158 29,862,554 2,779,614 There were 126,146,608 broker non-votes on this proposal.

7. The results of the vote of the approval of an amendment to the New York Community Bancorp, Inc. 2020 Omnibus Incentive Plan were as follows: Shares Voted For Shares Voted Against Abstentions 430,646,805 16,243,637 4,428,877 There were 126,146,608 broker non-votes on this proposal.

2. The appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023 was ratified by the following vote: Shares Voted For Shares Votes Against Abstentions 565,184,755 9,887,939 2,393,233 There were no broker non-votes on this proposal.

3. The results of the vote to approve, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers were as follows: Shares Voted For Shares Voted Against Abstentions 433,060,878 13,835,227 4,423,214 There were 126,146,608 broker non-votes on this proposal.