Sterling Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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Introductory Note
As previously disclosed, on September 15, 2024, Sterling Bancorp, Inc. (the “Company” or “Sterling”) entered into a definitive Stock Purchase Agreement (the “Stock Purchase Agreement”) by and among the Company, Sterling Bank and Trust, F.S.B. (the “Bank”) and EverBank Financial Corp, a Delaware corporation (“EverBank”), pursuant to which EverBank will acquire all of the issued and outstanding shares of capital stock of the Bank from the Company (the “Transaction”) for a fixed purchase price of $261,000,000 to be paid to the Company. In connection with its approval of the Transaction, Sterling also adopted a Plan of Dissolution (“Plan of Dissolution”) for the Company following closing of the Transaction.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) On December 18, 2024, Sterling held a special meeting of shareholders virtually via the internet (the “Special Meeting”) at which the shareholders considered and voted upon (i) the Stock Purchase Agreement and the transactions contemplated thereby, including the sale of all of the issued and outstanding shares of capital stock of the Bank (the “Stock Purchase Agreement Proposal”), (ii) the Plan of Dissolution approved and adopted by the board of directors of the Company on September 15, 2024 (the “Plan of Dissolution Proposal”), and (iii) (on an advisory, non-binding basis) the compensation that will or may be paid to the named executive officers of the Company in connection with the transactions contemplated by the Stock Purchase Agreement (the “Compensation Proposal”), each of which is more fully described in the Company’s proxy statement dated November 8, 2024.
A proposal to adjourn the Special Meeting to solicit additional proxies if there were not sufficient votes at the time of the Special Meeting to approve the Stock Purchase Agreement Proposal and the Plan of Dissolution Proposal or if adjournment was necessary or appropriate to ensure that any supplement or amendment to the proxy statement was timely provided to the Company’s shareholders was not voted upon at the Special Meeting since neither of those circumstances existed at the time of the Special Meeting.
(b) As of the close of business on November 4, 2024 (the “Record Date”), there were 51,061,386 shares of common stock outstanding and entitled to vote. Holders of a total of 37,858,157 shares of common stock were present at the Special Meeting in person or by proxy constituting a quorum.
(c) The results of the voting are shown below.
Proposal 1—The Stock Purchase Agreement Proposal
| VOTES FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 37,818,429 | 39,638 | 90 | 0 |
Proposal 2—The Plan of Dissolution Proposal
| VOTES FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 37,818,561 | 39,596 | 0 | 0 |
Proposal 3— The Compensation Proposal
| VOTES FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 35,051,032 | 2,558,808 | 248,317 | 0 |
Item 8.01. Other Events
On December 18, 2024, Sterling issued a press release announcing the results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| No. | Description | |
| 99.1 | Press Release dated December 18, 2024 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Sterling Bancorp, Inc. | ||
| By: | /s/ Karen Knott | |
| Karen Knott | ||
| Chief Financial Officer | ||
Date: December 19, 2024