Valley National Bancorp (VLY)
NASDAQ: VLY · Real-Time Price · USD
13.07
+0.14 (1.08%)
May 18, 2026, 4:00 PM EDT - Market closed
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AGM 2026

May 18, 2026

Operator

Hello, welcome to Valley National Bancorp's 2026 Annual Meeting of Shareholders. As a reminder, some of the statements made at this meeting may be considered forward-looking. The company cautions investors that results of future operations may differ from those anticipated. We urge you to review the cautionary statements and other information contained in the company's filings with the Securities and Exchange Commission, including the 2026 first quarter Form 10-Q and 2025 annual report on Form 10-K. These documents identify certain factors that could cause actual results to differ materially from those projected in any forward-looking statements made during the meeting. At this time, I would like to turn the conference over to Ira Robbins, Chairman of the Board of Directors and CEO of Valley.

Ira Robbins
Chairman of the Board of Directors and CEO, Valley National Bancorp

Thank you, and good morning to everyone. On behalf of the entire board of directors, our officers, and associates, I would like to welcome you to our 2026 Annual Meeting of Shareholders. We are holding our annual meeting today virtually through a live audiocast to enhance access to shareholders. This format enables our shareholders to participate in the meeting regardless of their location. Not only can you listen to the meeting, but you can also submit questions and vote your shares online. The agenda and rules of conduct for today's meeting are available on the meeting website, as are our proxy statement and 2025 annual report. As required by law, a list of Valley shareholders as of the record date of the annual meeting is also available on the meeting website. As is our custom, we will conduct the formal business portion of our meeting first.

After the proposals being voted on at today's meeting are presented, we will answer any questions we receive on the proposals. We will answer questions not related to the formal business of the meeting during the Q&A session following my remarks about our progress and performance in 2025. Shareholders may ask questions by following the instructions on the meeting website. Before submitting questions, we ask you to carefully review the rules of conduct. Appropriate questions that are not answered or covered by answers to other questions will be posted on our investor relations website after this meeting and remain posted for two weeks. Before we formally convene, I would like to introduce my fellow board nominees, all of whom are attending today's meeting.

In addition to myself, our directors standing for re-election today are Eyal Efrat, Peter Maio, Kathleen Perrott, Nitzan Sandor, Suresh Sani, Lisa Schultz, Jennifer Steans, Carlos Vazquez, Jeffrey Wilks, and Sidney Williams. I would also like a moment to take this time to thank Eric Edelstein, who is not standing for re-election today under our board retirement policy. We thank Eric for his significant contributions to the company and our shareholders during his tenure on the board. Members of our senior executive team also joining us today are Travis Lan, Senior Executive Vice President and Chief Financial Officer, and Lyndsey Sloan, Senior Executive Vice President and General Counsel. We also have with us today representatives from KPMG LLP, our independent registered public accounting firm, including our Engagement Partner, Brian Reddington.

A notice of meeting and proxy statement together with our 2025 annual report were mailed or made available to all shareholders of record as of March 23rd, 2026. The assistant secretary of the company has presented proof of the mailing of the notice of the meeting. The inspectors of election have informed me that there are present by proxy a sufficient number of the shares of common stock of the company to constitute a quorum. With that, I will now call our 2026 Annual Meeting of Shareholders to order. We will now attend to the formal items of business to be addressed at today's meetings. There are three proposals presented today, all of which were described in detail in the proxy statement. Proposal number one. Our first item of business is the election of 11 directors of the company. Each nominee was introduced earlier in the meeting.

Proposal number two. Our second item of business is our say on pay proposal to approve an, on an advisory basis the compensation of our named executive officers as set forth in the proxy statement. Proposal number three. For our third item of business is to ratify the selection of KPMG LLP as Valley's independent registered public accountants for 2026. Seeing that there are no questions related to the proposals, we will now proceed with the voting tabulation. If you have not already voted by proxy and would like to vote today, or if you would like to change your vote, you may do so now by clicking on the Vote Here button on your screen. If you have already voted, you do not need to do any action at this time.

We will now wait a moment for any shareholders who have not already voted to finalize their vote. I hereby declare the polls closed at this time. The votes on the proposals have been tabulated. I will now report the preliminary results of the voting as reported to me by the inspectors of election. On proposal number one, I'm pleased to report that each of the directors standing for re-election, standing for election today at today's annual meeting received at least a majority of the votes cast. At least 98% of the shares voted at this meeting were voted in favor of each nominee. Consequently, these nominees have been elected. On proposal number two, to approve on an advisory basis the compensation of Valley's named executive officers has received a favorable vote of more than 97% of the shares voting at this meeting. Consequently, the proposal is approved.

Proposal number three, to ratify the selection of KPMG LLP to serve as Valley's independent registered public accountants for 2026, has received a favorable vote of more than 99% of the shares voted at this meeting. Consequently, the proposal has been approved. The results I have announced are preliminary. The final tabulation of these votes will appear in our Form 8-K and be filed with the SEC this week. This concludes the formal portion of our 2026 annual meeting of shareholders. I adjourn the meeting. The list of shareholders is no longer accessible. Now for item number six on the agenda. 2025 was a defining year in Valley's evolution, one in which we translated disciplined execution into improved financial performance while continuing to strengthen our balance sheet.

Over the past several years, we committed to clear balance sheet and capital priorities, including diversifying our loan portfolio, improving the quality and stability of our funding base, and driving sustainable fee income. Through organic growth, thoughtful balance sheet actions, and continued expense discipline, we have positioned ourselves well for the future. In conjunction with this improvement, we have augmented our team with experienced leaders from high-performing institutions. In 2025, we welcomed Gino Martocci and Patrick Smith to Valley. Gino joined us as commercial banking president after a career running the commercial bank at M&T. Patrick is our new president of consumer banking, having previously run consumer lending and retail banking at Santander. Gino and Patrick continue to enhance their teams as we position ourselves to capitalize on the meaningful opportunities that we have.

These opportunities are a product of the dynamic markets in which we operate and our ability to capitalize on the disruption around us. The actions we have taken to reduce commercial real estate concentration, grow core deposits, and enhance liquidity leave us well-positioned to navigate any economic backdrop. Our strong capital levels, improved funding mix, and diversified earnings profile will provide both resilience and flexibility as we continue to support our clients, communities, associates, and shareholders. I'm incredibly proud of the positive impact Valley continues to have across the communities we serve. Our commitment to affordable housing, economic development, and financial inclusion remains a core part of who we are. In 2025, Valley delivered more than $3.6 billion in community investments, including $2.6 billion in community development lending and investments, and providing $6.8 million in philanthropic, excuse me, giving to nonprofit partners across our footprint.

Our associates continue to play a vital role in this work, serving on nonprofit boards, volunteering their time, and helping drive meaningful change at the local level. Earning an outstanding CRA rating for the third consecutive evaluation is a powerful testament to this sustained commitment. We are also proud of Valley's franchise strength and relationship-driven business model. Our growth in commercial operating accounts and continued success in generating core deposits reflect the dedication of our relationship managers and frontline teams. In 2025, we generated $3.3 billion in core deposit growth while reducing our reliance on high-cost broker funding, an outcome that directly enhances franchise value and supports more predictable long-term earnings. Before closing, I want to briefly reiterate our strategic priorities and long-term vision. While the external environment remains fairly volatile, our strategy remains consistent.

We are focusing on acquiring new clients, building deeper relationships, and growing responsibly across a diverse client base. These priorities are supported by our ongoing investments in talent, technology, data, and responsible adoption of artificial intelligence, investments that strengthen our ability to scale relationships, improve productivity, and enhance the client experience. Our vision is clear: to be the premier relationship-based commercial bank in the markets we serve. As one of the few independent regional banks left in the entire country, we occupy a very unique and increasingly important position in today's banking landscape. The midsize banking segment continues to shrink, and that reality creates opportunities for institutions like Valley that can combine scale, stability, and personalized service. By focusing on what differentiates us, deep relationships, local decision-making, and tailored solutions for midsize businesses, we believe we are well-positioned to lead in this space.

This is what sets Valley apart, and this is the foundation that enables us to deliver durable performance and long-term value for our shareholders while remaining a trusted partner to our clients and communities. Thank you for joining us today. At this time, I would now like to open the meeting to any questions that shareholders may have. To allow us to answer questions from as many shareholders as possible, we will limit each shareholder to just two questions. It will help us if questions are succinct and cover only one topic per question.

Speaker 3

Thank you, Mr. Chairman. I see we have no questions this morning.

Ira Robbins
Chairman of the Board of Directors and CEO, Valley National Bancorp

Since that's all the questions we have, the meeting is concluded. I thank you all for attending our 2026 annual meeting of shareholders.

Operator

The conference has concluded. Thank you for attending. You may now disconnect your lines.

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