UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) At the annual meeting of shareholders of Sterling Bancorp, Inc. (the “Company”) held on May 19, 2022, the shareholders (i) elected nine director nominees to the Company’s Board of Directors, each to hold office for a term expiring at the next annual meeting, (ii) approved the advisory, non-binding resolution approving the compensation for the Company’s named executive officers for 2021, (iii) ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 and (iv) approved an amendment of the Articles of Incorporation of the Company, to end the staggered terms of the Board of Directors.
The proposals are described in detail in the Company’s definitive proxy statement filed on April 8, 2022 with the Securities and Exchange Commission.
(b) The results of the voting are shown below.
Proposal 1—Election of Directors
| DIRECTOR NOMINEES | VOTES FOR | WITHHELD | BROKER NON-VOTES | |||||||||
| Thomas M. O’Brien | 43,726,607 | 202,244 | 3,384,049 | |||||||||
| Michael Donahue | 43,893,061 | 35,790 | 3,384,049 | |||||||||
| Eboh Okorie | 43,903,161 | 25,690 | 3,384,049 | |||||||||
| Benjamin Wineman | 39,723,020 | 4,205,831 | 3,384,049 | |||||||||
| Peggy Daitch | 41,870,338 | 2,058,513 | 3,384,049 | |||||||||
| Tracey Dedrick | 43,887,099 | 41,752 | 3,384,049 | |||||||||
| Steven Gallotta | 43,902,200 | 26,651 | 3,384,049 | |||||||||
| Denny Kim | 41,885,763 | 2,043,088 | 3,384,049 | |||||||||
| Lyle Wolberg | 42,866,103 | 1,062,748 | 3,384,049 | |||||||||
Proposal 2—Advisory, Non-Binding Vote to Approve the Compensation of Named Executive Officers for 2021
| VOTES FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 37,180,400 | 6,571,143 | 177,308 | 3,384,049 | |||||||||||
Proposal 3—Ratification of Independent Registered Public Accounting Firm for 2022(1)
| VOTES FOR | VOTES AGAINST | ABSTAIN | ||||||||
| 47,285,920 | 18,846 | 8,134 | ||||||||
(1) No broker non-votes were received for Proposal 3.
Proposal 4—Approval of Amendment of Articles of Incorporation
| VOTES FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 43,907,151 | 21,100 | 600 | 3,384,049 | |||||||||||
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: May 20, 2022