Valley National Bancorp (VLY) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2025, in a virtual format, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Leadership highlights resilience and adaptability amid industry challenges, with a focus on sustainable, long-term growth and innovation.

• Forward-looking statements caution about risks and uncertainties affecting future results.

Voting matters and shareholder proposals

• Shareholders will vote to elect 11 directors, approve executive compensation on an advisory basis, and ratify KPMG LLP as the independent auditor for 2025.

• Board recommends voting FOR all director nominees, executive compensation, and auditor ratification.

• A 2024 shareholder proposal to limit executive severance benefits did not pass; a new executive severance plan was adopted with a 2x cap.

Board of directors and corporate governance

• 10 of 11 director nominees are independent; 55% are diverse by gender or ethnicity.

• Board refreshment emphasized, with 36% of nominees having five years or less tenure.

• Independent Lead Director role is active, with annual review and robust self-evaluation processes, including use of outside advisors.

• Shareholders holding 25%+ of stock for a year may call special meetings; proxy access for 3% holders for three years.

• No poison pill, no supermajority requirements for bylaw changes or director removal.