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FLAGSTAR BANK, NATIONAL ASSOCIATION — fact timeline

Source-grounded facts extracted from FLAGSTAR BANK, NATIONAL ASSOCIATION's SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

FLG FLAGSTAR BANK, NATIONAL ASSOCIATION JSON

Alessandro (Sandro) DiNello was appointed as President and Chief Executive Officer at FLAGSTAR BANK, NATIONAL ASSOCIATION.

“On February 25, 2024, the Board and the Bank Board appointed Mr. Alessandro (Sandro) DiNello, age 69 and the Executive Chairman of the Board and the Bank Board, to the offices of President and Chief Executive Officer of the Company and the Bank, which appointment became effective on February 29, 2024.”

Thomas R. Cangemi resigned as President and Chief Executive Officer at FLAGSTAR BANK, NATIONAL ASSOCIATION.

“On February 23, 2024, Mr. Thomas R. Cangemi notified New York Community Bancorp, Inc. (the “ Company ” or “ NYCB ”) of his resignation as (a) the President and Chief Executive Officer and (b) an employee of the Company and Flagstar Bank, N.A., a wholly owned subsidiary of the Company (the “ Bank ”), effective immediately.”
Governance Changes

FLAGSTAR BANK, NATIONAL ASSOCIATION: Amended Article IX of the bylaws to formalize Executive Chairman role as most senior executive officer, President and CEO reporting to Executive Chairman, and added supermajority voting requirements and removal of certain legacy governance provisions (effective 2024-02-07).

“Article IX of the bylaws of the Company was amended (the “Bylaws Amendment”) to reflect certain governance matters, which Bylaws Amendment was implemented through an amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”).”

Toan C. Huynh resigned as director at FLAGSTAR BANK, NATIONAL ASSOCIATION.

“On February 6, 2024, Toan C. Huynh notified the Company of her decision to resign from the boards of directors of the Company and Flagstar effective as of such date”

Alessandro DiNello was appointed as Executive Chairman at FLAGSTAR BANK, NATIONAL ASSOCIATION.

“On February 6, 2024, New York Community Bancorp, Inc. (the “Company”) appointed Alessandro (Sandro) DiNello as Executive Chairman, effective as of February 7, 2024”
Earnings Releases

FLAGSTAR BANK, NATIONAL ASSOCIATION reported full-year 2023 results: net income net income for the year ended December 31, 2023 of $2.4 billion, EPS $3.24.

“New York Community Bancorp, Inc. (NYSE: NYCB) (the “Company”) today reported net income for the year ended December 31, 2023 of $2.4 billion compared to net income of $650 million for the year ended December 31, 2022.”
Earnings Releases

FLAGSTAR BANK, NATIONAL ASSOCIATION reported fourth quarter 2023 results: net income net loss of $252 million, EPS $(0.36).

“For the three months ended December 31, 2023, the Company reported a net loss of $252 million compared to net income of $207 million for the three months ended September 30, 2023.”
Earnings Releases

FLAGSTAR BANK, NATIONAL ASSOCIATION reported the three and twelve months ended December 31, 2023 results: net income $2.4 billion (full year), net loss of $252 million (Q4), EPS $3.24 (full year), $(0.36) (Q4).

“On January 31, 2024 , New York Community Bancorp, Inc. (the “Company”) issued a news release reporting its financial results for the three and twelve months ended December 31, 2023.”
Earnings Releases

FLAGSTAR BANK, NATIONAL ASSOCIATION reported financial results for the three and nine months ended September 30, 2023.

“On October 26, 2023 , New York Community Bancorp, Inc. (the “Company”) issued a news release reporting its financial results for the three and nine months ended September 30, 2023.”

Julie-Ann Signorille-Browne was appointed as Senior Executive Vice President and Chief Operating Officer at FLAGSTAR BANK, NATIONAL ASSOCIATION.

“On September 5, 2023, New York Community Bancorp, Inc. (the “Company”) appointed Julie-Ann Signorille-Browne as Senior Executive Vice President and Chief Operating Officer of the Company.”
Earnings Releases

FLAGSTAR BANK, NATIONAL ASSOCIATION reported the six months ended June 30, 2023 results: net income $2.4 billion, EPS $3.37.

“For the six months ended June 30, 2023, the Company reported net income of $2.4 billion compared to $326 million for the six months ended June 30, 2022. Net income available to common stockholders for the six months ended June 30, 2023 were also $2.4 billion compared to $310 million for the six months ended June 30, 2022. Diluted EPS for the six months ended June 30, 2023 were $3.37 compared to $0.66 for the six months ended June 30, 2022.”
Earnings Releases

FLAGSTAR BANK, NATIONAL ASSOCIATION reported the three months ended June 30, 2023 results: net income $405 million, EPS $0.55.

“today reported net income for the three months ended June 30, 2023 of $413 million compared to $2.0 billion for the three months ended March 31, 2023. Net income available to common stockholders for the three months ended June 30, 2023 was $405 million compared to $2.0 billion for the three months ended March 31, 2023. Diluted EPS totaled $0.55 for the three months ended June 30, 2023 compared to $2.87 for the three months ended March 31, 2023.”
Shareholder Votes

FLAGSTAR BANK, NATIONAL ASSOCIATION shareholders approved Shareholder proposal on lobbying report alignment with Paris Agreement goals at the 2023-06-01 meeting.

“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.”
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.

“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.”
Shareholder Votes

FLAGSTAR BANK, NATIONAL ASSOCIATION shareholders approved Approval of amendment to the 2020 Omnibus Incentive Plan at the 2023-06-01 meeting.

“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.”
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.

“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.”
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.

“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.”
Shareholder Votes

FLAGSTAR BANK, NATIONAL ASSOCIATION shareholders approved Advisory vote on frequency of say-on-pay votes at the 2023-06-01 meeting.

“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.”
Shareholder Votes

FLAGSTAR BANK, NATIONAL ASSOCIATION shareholders approved Advisory vote on executive compensation at the 2023-06-01 meeting.

“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.”
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.

“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.”
Shareholder Votes

FLAGSTAR BANK, NATIONAL ASSOCIATION shareholders approved Election of directors for a three-year term at the 2023-06-01 meeting.

“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.”

Bryan L. Marx was appointed as principal accounting officer at FLAGSTAR BANK, NATIONAL ASSOCIATION.

“On March 24, 2023, the Board of Directors of New York Community Bancorp, Inc. (the “Company”) appointed Executive Vice President and Chief Accounting Officer, Bryan L. Marx, as principal accounting officer of the Company.”
M&A Transactions

FLAGSTAR BANK, NATIONAL ASSOCIATION completed an acquisition involving Federal Deposit Insurance Corporation (FDIC), as receiver for Signature Bridge Bank, N.A. (closed 2023-03-19).

“On March 19, 2023, Flagstar Bank, N.A. ( “Flagstar”), a wholly owned subsidiary of New York Community Bancorp, Inc. (the “Company”), assumed substantially all of the deposits and certain identified liabilities and acquired certain assets and lines of business of Signature Bridge Bank, N.A. (“Signature Bank”), from the Federal Deposit Insurance Corporation (the “FDIC”), as receiver for Signature Bank (the “Acquisition”), pursuant to the terms of the Purchase and Assumption Agreement – All Deposits, dated March 19, 2023, among the FDIC, as receiver of Signature Bank, the FDIC and Flagstar (the “Agreement”). All regulatory approvals for the Acquisition, including approval from the Office of the Comptroller of the Currency, have been obtained, and the Acquisition has closed.”
Material Agreements

FLAGSTAR BANK, NATIONAL ASSOCIATION entered into Purchase and Assumption Agreement – All Deposits with Federal Deposit Insurance Corporation (FDIC) valued at Flagstar assumed substantially all deposits and certain liabilities, acquired assets and lines of bu (effective 2023-03-19).

“On March 19, 2023, Flagstar Bank, N.A. ( “Flagstar”), a wholly owned subsidiary of New York Community Bancorp, Inc. (the “Company”), assumed substantially all of the deposits and certain identified liabilities and acquired certain assets and lines of business of Signature Bridge Bank, N.A. (“Signature Bank”), from the Federal Deposit Insurance Corporation (the “FDIC”), as receiver for Signature Bank (the “Acquisition”), pursuant to the terms of the Purchase and Assumption Agreement – All Deposits, dated March 19, 2023, among the FDIC, as receiver of Signature Bank, the FDIC and Flagstar (the “Agreement”).”
Earnings Releases

FLAGSTAR BANK, NATIONAL ASSOCIATION reported financial results for the three and twelve months ended December 31, 2022.

“On January 31, 2023, New York Community Bancorp, Inc. (the "Company") issued a news release reporting its financial results for the three and twelve months ended December 31, 2022.”
Governance Changes

FLAGSTAR BANK, NATIONAL ASSOCIATION: Further amended and restated bylaws to increase board size to 14 and fill two vacancies.

“Effective as of the Bank Merger Effective Time, the Interim Amended and Restated Bylaws were further amended and restated to reflect certain additional governance matters (such amendment, the “Further Bylaws Amendment,” and the Interim Amended and Restated Bylaws, as amended and restated in accordance with the Further Bylaws Amendment, the “Amended and Restated Bylaws”).”
Governance Changes

FLAGSTAR BANK, NATIONAL ASSOCIATION: Amended and restated bylaws to reflect governance matters including appointment of Non-Executive Chairman and CEO, supermajority voting requirements, board size set to 12, and advisory board formation.

“In connection with the Merger and in accordance with the Merger Agreement, effective as of the Effective Time, the bylaws of NYCB were amended and restated to reflect certain governance matters (such amendment, the “Bylaws Amendment,” and NYCB’s bylaws, as amended and restated in accordance with the Bylaws Amendment, the “Interim Amended and Restated Bylaws”).”
M&A Transactions

FLAGSTAR BANK, NATIONAL ASSOCIATION completed an acquisition involving Flagstar Bancorp, Inc. (closed 2022-12-01).

“On December 1, 2022, before the opening of business, New York Community Bancorp, Inc., a Delaware corporation (“NYCB”), completed its previously announced acquisition of Flagstar Bancorp, Inc., a Michigan corporation (“Flagstar”)”
Debt Financings

FLAGSTAR BANK, NATIONAL ASSOCIATION incurred senior notes of $150 million aggregate principal amount at 4.125% fixed-to-floating rate maturing due November 1, 2030.

“In connection with the Transactions, at the Effective Time, NYCB also assumed Flagstar’s obligations with respect to $150 million aggregate principal amount of 4.125% fixed-to-floating rate subordinated notes due November 1, 2030 (the “2030 Notes”).”
Debt Financings

FLAGSTAR BANK, NATIONAL ASSOCIATION incurred senior notes of $26 million, $26 million, $26 million, $26 million, $26 million, $51 million, $25 million, $25 million, and $16 million at floating rate.

“In connection with the Transactions, at the Effective Time, NYCB assumed Flagstar’s obligations as required by the indentures and certain related agreements with respect to Flagstar’s outstanding trust preferred securities consisting of (i) $26 million of its floating rate junior subordinated debt securities due December 26, 2032; (ii) $26 million of its floating rate junior subordinated debt securities due April 7, 2033; (iii) $26 million of its floating rate junior subordinated debt securities due March 19, 2033; (iv) $26 million of its floating rate junior subordinated debt securities due January 7, 2035; (v) $26 million of its floating rate junior subordinated debt securities due April 7, 2035; (vi) $51 million of its floating rate junior subordinated debt securities due June 15, 2035; (vii) $25 million of its floating rate junior subordinated debt securities due October 7, 2035; (viii) $25 million of its floating rate junior subordinated debt securities due September 15, 2037; and”

Hanif "Wally" Dahya was appointed as Presiding Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.

“Mr. Dahya, a director of NYCB prior to the Effective time, was appointed to the newly created position of Presiding Director of the Board.”

Jennifer R. Whip was appointed as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.

“Alessandro P. DiNello, Peter Schoels, David L. Treadwell and Jennifer R. Whip.”

David L. Treadwell was appointed as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.

“Alessandro P. DiNello, Peter Schoels, David L. Treadwell and Jennifer R. Whip.”

Peter Schoels was appointed as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.

“Alessandro P. DiNello, Peter Schoels, David L. Treadwell and Jennifer R. Whip.”

Alessandro P. DiNello was appointed as Non-Executive Chairman at FLAGSTAR BANK, NATIONAL ASSOCIATION.

“Mr. DiNello, the President and Chief Executive Officer of Flagstar prior to the Effective Time, was appointed Non-Executive Chairman of the Board.”

Thomas R. Cangemi changed role as Chairman of the Board at FLAGSTAR BANK, NATIONAL ASSOCIATION.

“Thomas R. Cangemi, the President and Chief Executive Officer of NYCB, ceased serving as Chairman of the Board.”

James J. O'Donovan resigned as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.

“Dominick Ciampa and James J. O'Donovan (the "Resigning Directors") resigned as members of the Board.”

Dominick Ciampa resigned as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.

“Dominick Ciampa and James J. O'Donovan (the "Resigning Directors") resigned as members of the Board.”
Material Agreements

FLAGSTAR BANK, NATIONAL ASSOCIATION amended Amendment No. 2 to the Agreement and Plan of Merger with New York Community Bancorp, Inc. and 615 Corp. valued at Extend Termination Date to December 31, 2022 and reflect post-closing payment of the Flagstar Third (effective 2022-10-27).

“Under the Second Amendment, NYCB, Merger Sub, and Flagstar have agreed to amend the Merger Agreement as follows: 1. Extend the Termination Date to December 31, 2022. 2. Reflect the post-closing payment of the Flagstar Third Quarter Dividend and the Special Dividend (each as defined in the Second Amendment), if applicable. Other than as expressly modified by the First Amendment (which was filed as an Exhibit 2.1 to the Current Report on Form 8-K filed by Flagstar with the Securities and Exchange Commission (the “SEC”) on April 27, 2022) or the Second Amendment, the Original Merger Agreement (which was filed as an Exhibit 2.1 to the Current Report on Form 8-K filed by Flagstar with the SEC on April 27, 2021) remains in full force and effect.”

Marshall Lux was appointed as director at FLAGSTAR BANK, NATIONAL ASSOCIATION.

“On February 23, 2022, the Board of Directors of New York Community Bancorp, Inc. (the “Company” or “NYCB”) appointed Marshall Lux as a director of the Company and its wholly owned subsidiary, New York Community Bank (the “Bank”).”

Robert Wann changed role as Chief Operating Officer at FLAGSTAR BANK, NATIONAL ASSOCIATION.

“Robert Wann, who currently serves as the Company’s Senior Executive Vice President and Chief Operating Officer will no longer serve in this capacity but will remain on the Company’s Board of Directors.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.