Valley National Bancorp (VLY) Proxy Filing summary

Executive summary

• Supplement provides clarification on severance paid to the former CFO after ISS recommended voting against the Say-on-Pay proposal.

• Glass Lewis recommended voting in favor of the Say-on-Pay proposal, while ISS recommended against it due to concerns over severance.

• Shareholders are encouraged to vote in favor of the Say-on-Pay proposal at the annual meeting on May 20, 2025.

Voting matters and shareholder proposals

• Shareholders will vote on an advisory, non-binding Say-on-Pay proposal regarding executive compensation.

• Proxy voting instructions remain valid unless shareholders choose to change their vote.

Executive compensation and say-on-pay

• ISS recommended voting against Say-on-Pay due to severance paid to the former CFO, which they deemed not a qualifying termination.

• Glass Lewis recommended voting for the Say-on-Pay proposal.

• Severance was paid to the former CFO following involuntary termination without cause, consistent with company practice.

• Severance was provided under a Separation Agreement and General Release as described in the proxy statement.