--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-160576" form_type: "8-K" ticker: "FLG" cik: "0000910073" company_name: "FLAGSTAR BANK, NATIONAL ASSOCIATION" filed_at: "2023-06-05T23:59:59+00:00" generated_at: "2026-06-14T07:45:44.127114+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # NYCB shareholders approve board declassification, supermajority removal, and 17.5M share incentive plan increase ## Summary - Board declassification amendment approved (444.7M for vs 4.3M against); annual director elections to begin. - Supermajority voting provisions eliminated from charter and bylaws (440.8M for vs 7.4M against). - 2020 Omnibus Incentive Plan amended to add 17.5M shares for issuance; approved 430.6M vs 16.2M against. - Say-on-pay frequency set to annual for next vote; binding until 2029 unless Board changes. - Shareholder proposal on Paris Agreement lobbying report passed (423.1M for); board to evaluate issuance. ## SEC filing metadata - accession: 0001193125-23-160576 - form_type: 8-K - ticker: FLG - cik: 0000910073 - company_name: FLAGSTAR BANK, NATIONAL ASSOCIATION - filed_at: 2023-06-05T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 5.02, 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/910073/000119312523160576/0001193125-23-160576-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/910073/000119312523160576/d425600d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-160576 - JSON: https://secwatch.observer/filing/0001193125-23-160576.json - Plain text: https://secwatch.observer/filing/0001193125-23-160576.txt ## Key facts - Shareholder Votes FLAGSTAR BANK, NATIONAL ASSOCIATION shareholders approved Shareholder proposal on lobbying report alignment with Paris Agreement goals at the 2023-06-01 meeting. - Outcome: passed - Meeting: 2023-06-01 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/910073/000119312523160576/0001193125-23-160576-index.htm - Shareholder Votes FLAGSTAR BANK, NATIONAL ASSOCIATION shareholders approved Election of directors for a three-year term at the 2023-06-01 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-01 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/910073/000119312523160576/0001193125-23-160576-index.htm - Shareholder Votes FLAGSTAR BANK, NATIONAL ASSOCIATION shareholders rejected Shareholder proposal to eliminate supermajority voting requirements in Certificate of Incorporation and Bylaws at the 2023-06-01 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-06-01 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/910073/000119312523160576/0001193125-23-160576-index.htm - Shareholder Votes FLAGSTAR BANK, NATIONAL ASSOCIATION shareholders approved Amendment to declassify the Board of Directors and provide for annual election of directors at the 2023-06-01 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-01 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/910073/000119312523160576/0001193125-23-160576-index.htm - Shareholder Votes FLAGSTAR BANK, NATIONAL ASSOCIATION shareholders approved Amendment to eliminate supermajority voting requirements in Certificate of Incorporation and Bylaws at the 2023-06-01 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-01 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/910073/000119312523160576/0001193125-23-160576-index.htm - Shareholder Votes FLAGSTAR BANK, NATIONAL ASSOCIATION shareholders approved Advisory vote on frequency of say-on-pay votes at the 2023-06-01 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-06-01 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/910073/000119312523160576/0001193125-23-160576-index.htm - Shareholder Votes FLAGSTAR BANK, NATIONAL ASSOCIATION shareholders approved Approval of amendment to the 2020 Omnibus Incentive Plan at the 2023-06-01 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-01 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/910073/000119312523160576/0001193125-23-160576-index.htm - Shareholder Votes FLAGSTAR BANK, NATIONAL ASSOCIATION shareholders approved Ratification of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-06-01 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-01 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/910073/000119312523160576/0001193125-23-160576-index.htm - Shareholder Votes FLAGSTAR BANK, NATIONAL ASSOCIATION shareholders approved Advisory vote on executive compensation at the 2023-06-01 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-01 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/910073/000119312523160576/0001193125-23-160576-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.