Valley National Bancorp (VLY) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 18, 2026, in a virtual-only format, with shareholders voting on director elections, executive compensation, and auditor ratification.

• The company reported strong financial performance in 2025, with net income of $598 million, a 7.6% increase in net interest income, and improvements in net interest margin and loan quality.

• Significant leadership changes occurred in 2025, including internal promotions and key external hires to support strategic priorities.

• Shareholder engagement remained a priority, with extensive outreach and regular updates on strategy, governance, and sustainability.

Voting matters and shareholder proposals

• Shareholders will vote to elect 11 directors, approve executive compensation on an advisory basis, and ratify KPMG LLP as the independent auditor for 2026.

• Board recommends voting FOR all director nominees, FOR the say-on-pay proposal, and FOR auditor ratification.

• Shareholder rights include majority voting for directors, proxy access for 3% holders, and the ability for 25% holders to call special meetings.

Board of directors and corporate governance

• 10 of 11 director nominees are independent; board diversity is emphasized, with 64% of nominees self-identifying as female or ethnically diverse.

• Board refreshment is ongoing, with five nominees having five years or less tenure.

• Annual board and committee self-evaluations are conducted, with outside advisors engaged for robust feedback.

• Independent Lead Director role is empowered, and all key committees are fully independent.