ASTORIA FINANCIAL CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02(d). Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At meetings of the Boards of Directors of Astoria Financial Corporation (the
"Company") and its wholly owned subsidiary, Astoria Federal Savings and Loan
Association (the "Association") held January 29, 2014, the directors of both
organizations each appointed Ms. Jane D. Carlin to serve on their respective
Board of Directors. In each case, Ms. Carlin was appointed, effective January
29, 2014, to the class of directors who will serve until the respective annual
meeting of shareholders of the Company and the Association held in 2014, and, in
any case, until their successors are duly elected and qualified.
In addition, at its meeting held on January 29, 2014, the Board of Directors of
the Company adopted a resolution, increasing the size of the Board of Directors
of the Company effective January 29, 2014, from nine to ten directors, thereby
creating a vacant seat to which Ms. Carlin has been appointed.
At its meeting, also held on January 29, 2014, the Board of Directors of the
Association adopted an amendment to the Bylaws of the Association, effective
January 29, 2014, increasing the size of the Board of Directors of the
Association from nine to ten directors, thereby creating a vacant seat to which
Ms. Carlin has been appointed. This Bylaw amendment, although effective as noted
herein, is subject to notice to and non-objection by the Office of Comptroller
of the Currency.
Ms. Carlin was not appointed to serve on any committees of the Board of
Directors of the Company at this time, but is expected to join the Audit
Committee, the Enterprise Risk Committee and the Nominating and Corporate
Governance Committee of the Company effective March 1, 2014.
As a new director, it is anticipated that at its meeting scheduled for February
3, 2014, the Compensation Committee of the Company will consider awarding to Ms.
Carlin 2,000 shares of restricted Company common stock (par value $0.01 per
share) as a discretionary grant pursuant to the Astoria Financial Corporation
2007 Non-Employee Director Stock Plan, which was previously approved by the
Company's shareholders. The shares, if awarded, will include both dividend and
voting rights, will vest on January 29, 2017, or earlier upon Ms. Carlin's
death, disability or Mandatory Retirement or Involuntary Termination, both as
defined in the Plan, or in the case of a Change of Control, as also defined in
Ms. Carlin has no direct or indirect interest in any transactions which would
require disclosure by the Company pursuant to Securities and Exchange Commission
Regulation S-K Item 404(a), except that PHH Corp. (NYSE: PHH), with whom Ms.
Carlin serves as a director, sold servicing retained to the Association previous
to 2013 a number of residential mortgage loans. As of this date, the principal
balance of such loans outstanding aggregate $2.4 million.
A press release announcing Ms. Carlin's election to the Board of Directors of
the Company and the Association and describing her background is attached as
Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
The following Exhibit is filed as part of this report:
Exhibit 99.1 Press release dated January 29, 2014.
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