STERLING BANCORP

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STERLING BANCORP : Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

08/18/2021 | 04:25pm

Item 5.07 Submission of Matters to a Vote of Security Holders.



The Special Meeting was held on August 17, 2021 in order for the stockholders of
Sterling Bancorp ("Sterling") to vote upon the following proposals set forth in
a joint proxy statement/prospectus (the "Proxy Statement/Prospectus") prepared
in connection with the Merger (defined below), dated July 8, 2021, and filed
with the U.S. Securities and Exchange Commission (the "SEC") on July 8, 2021:



As of July 2, 2021, the record date for the Special Meeting, there were
192,715,433 shares of Sterling common stock issued and outstanding and eligible
to be voted at the Special Meeting, and 157,797,715 shares were represented in
person or by proxy at the Special Meeting, which constituted a quorum to conduct
business at the meeting.



The results of the votes cast by stockholders are as follows:



Proposal 1: To adopt the Agreement and Plan of Merger, dated as of April 18,
2021
(the "Merger Agreement"), by and between Sterling and Webster Financial
Corporation ("Webster"), as such agreement may be amended from time to time,
pursuant to which Sterling will merge with and into Webster, with Webster as the
surviving corporation (the "Merger"), as more fully described in the Proxy
Statement/Prospectus (the "Sterling Merger Proposal");



Proposal 1: The Sterling Merger Proposal:







For Against Abstain Broker Non-Votes
157,094,942 575,126 127,647 N/A





Proposal 2: To approve, on a non-binding, advisory basis, the compensation that
may be paid or become payable to Sterling's named executive officers that is
based on or otherwise relates to the Merger (the "Sterling Compensation
Proposal");



Proposal 2: The Sterling Compensation Proposal:







For Against Abstain Broker Non-Votes
151,732,106 5,067,182 998,427 N/A





Proposal 3: To adjourn the Special Meeting, if necessary or appropriate, to
solicit additional proxies if, immediately prior to such adjournment, there are
not sufficient votes to approve the Sterling Merger Proposal or to ensure that
any supplement or amendment to the Proxy Statement/Prospectus is timely provided
to holders of Sterling common stock. Because the Sterling Merger Proposal and
the Sterling Compensation Proposal were approved, the Adjournment Proposal was
withdrawn and not considered at the Special Meeting.



Completion of the Merger remains subject to the satisfaction of the remaining
customary closing conditions contained in the Merger Agreement. Assuming such
conditions are satisfied, Sterling currently expects to complete the Merger in
the fourth quarter of 2021.





Item 8.01 Other Events.





On August 17, 2021, Sterling and Webster issued a joint press release announcing
the voting results described in Item 5.07 of this Current Report on Form 8-K,
along with the voting results of the special meeting of Webster's stockholders.
The joint press release is attached to this Current Report on Form 8-K as
Exhibit 99.1 and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits







(d) Exhibits



Exhibit No. Description



99.1 Joint Press Release of Sterling and Webster, dated August 17, 2021,



regarding Special Meeting Results


104 Cover Page Interactive Data File - the cover page XBRL tags are



embedded within the Inline XBRL document

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