Astoria Financial (AF) Delays Annual Meeting; Cites Pending New York Community Bancorp Merger

August 24, 2016 2:52 PM EDT

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Astoria Financial (NYSE: AF) disclosed the following on Wednesday:

Item 8.01. Other Events.

Astoria Financial Corporation (NYSE: AF) (“Astoria” or the “Company”), the holding company for Astoria Bank, today announced that its Board of Directors, at the August 24, 2016 Board Meeting, established December 21, 2016 as the date for the 2016 Annual Meeting of Shareholders (the “2016 Annual Meeting”), and set October 28, 2016 as the voting record date.

The 2016 Annual Meeting had been delayed due to the pending merger of Astoria with New York Community Bancorp, Inc. (the “Merger”). However, since the regulatory approvals required to complete the Merger have not yet been received, Astoria has decided to schedule its 2016 Annual Meeting to be held on December 21, 2016 in order to comply with New York Stock Exchange corporate governance requirements. If the closing of the Merger occurs prior to December 21, 2016, the 2016 Annual Meeting will not be held.

Because the date of the 2016 Annual Meeting has been changed by more than 30 days from the anniversary of the Company’s 2015 Annual Meeting of Shareholders, the Company has set a new deadline for the receipt of any shareholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (“Rule 14a-8”), for inclusion in the Company’s proxy statement and proxy card relating to the 2016 Annual Meeting. Any such shareholder proposal must be submitted in writing and received by the Secretary of Astoria at One Astoria Bank Plaza, Lake Success, New York 11042 no later than 5:00pm on September 9, 2016, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials. Any such proposal will be subject to Rule 14a-8, and nothing in this paragraph shall be deemed to require Astoria to include in its proxy statement and proxy card for the 2016 Annual Meeting any shareholder proposal which does not meet the requirements of the Securities and Exchange Commission in effect at the time such proposal is received.

In addition, in accordance with the advance notice procedures set forth in the Company’s Bylaws, shareholders who wish to bring business before the 2016 Annual Meeting outside of Rule 14a-8 or to nominate a person for election as a director must ensure that written notice of such proposal is received by the Company’s Secretary at One Astoria Bank Plaza, Lake Success, New York 11042 no later than 5:00pm on September 22, 2016. Any such proposal must set forth the information specified in, and comply with all other requirements of, the Company’s Bylaws in order to be brought before the 2016 Annual Meeting.



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