UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported ):  October 31, 2017

VALLEY NATIONAL BANCORP
(Exact Name of Registrant as Specified in Charter)


New Jersey
1-11277
22-2477875
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)

1455 Valley Road, Wayne, New Jersey
07470
    (Address of Principal Executive Offices)
(Zip Code)

(973) 305-8800
(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging Growth Company  ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
 
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 2, 2017, Valley National Bancorp (the “Company”) announced the retirement of Gerald H. Lipkin as Chief Executive Officer of the Company, effective as of December 31, 2017.  Mr. Lipkin will remain the Chairman of the Company’s Board of Directors (“Board”).

Ira D. Robbins, age 43, Senior Executive Vice President of the Company and President of Valley National Bank, was elected by the Board to assume the position of Chief Executive Officer of the Company.  The Board also increased the size of the Board to 13 directors and appointed Mr. Robbins to serve as a member of the Board.  Mr. Robbins’ appointment as Chief Executive Officer and as a member of the Board are effective as of December 31, 2017.  Except as modified herein, the information required by Regulation S-K Item 401 is hereby incorporated by reference to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “Commission”) on February 28, 2017 (“2016 Form 10-K”).

As a result of the promotion, it is expected that Mr. Robbins’s compensation will be increased, but no decision as to the new compensation terms have been made as of the date of this filing.  As Chief Executive Officer, Mr. Robbins will continue to receive compensation pursuant to certain plans provided by the Company, including an executive incentive plan, a long-term stock incentive plan, and health and benefit plans typically available to other executive officers. A description of these compensation plans can be found in the Company’s proxy statement filed on Schedule 14A with the Commission on March 17, 2017. These compensation plans are also listed as exhibits to the Company’s 2016 Form 10-K.

A press release announcing the retirement of Mr. Lipkin and the appointment of Mr. Robbins is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Also on November 2, 2017, the Company announced the retirement of Rudy E. Schupp as President of the Company effective as of January 15, 2018.

A press release announcing the retirement of Mr. Schupp is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

On October 31, 2017, the Company entered into an amended employment agreement with Mr. Schupp (the “Amended Employment Agreement”).

The Amended Employment Agreement provides that, if Mr. Schupp retires during the term of his employment, his retirement shall be treated as a qualified retirement under the Company’s stock plans and award agreements, and he shall be entitled to receive his equity award and cash bonus for 2017 if such retirement occurs prior to the date of the Company’s Compensation and Human Resources Committee meeting, at which such awards are made.
 
-2-
 
The foregoing description of the Amended Employment Agreement is qualified by the full terms of the Amended Employment Agreement which is attached hereto as Exhibit 10 and incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

 
(d)
Exhibits

10

99.1

 
99.2
 
-3-
 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated:  November 2, 2017
VALLEY NATIONAL BANCORP
       
       
       
       
 
By:
/s/ Ronald H. Janis  
   
Ronald H. Janis
 
  
 
Senior Executive Vice President and
 
   
General Counsel
 
 
 
-4-
Exhibit 10
 
Second Amendment to Employment Agreement
 
This Amendment (“ Amendment ”) is made and entered into as of October 31, 2017 by and among Rudy Schupp (the " Executive "), Valley National Bancorp, a New Jersey corporation (the “ Corporation ”) and Valley National Bank, a national banking association (the " Bank ") and amends the Employment Agreement entered into by the parties hereto on May 7, 2014, as amended as of September 23, 2016 (the " Employment Agreement ").
 
WHEREAS , the Corporation and the Bank desire to extend the term of the Employment Agreement until October 31, 2018 and to amend the Employment Agreement to provide to the Executive retirement benefits under the 2009 and 2016 Long-Term Stock Incentive Plans (the “Stock Plans”) and to make certain other changes; and
 
WHEREAS , the Compensation and Human Resources Committee of the Corporation has agreed to the terms hereof.
 
NOW, THEREFORE , in consideration of the mutual promises provided in the various agreements, the parties hereto agree as follows:
 
1.
Extension of Employment Term.   Section 1 of the Employment Agreement is amended to extend the Employment Term until October 31, 2018, after which the employment of the Executive may be continued.
 
2.
Position. During the remainder of the Employment Term the Executive shall continue to serve in his current position or such other position as the Corporation and the Bank shall determine as appropriate.
 
3.
Retirement Benefit .   If the Executive provides prior written notice to the CEO of the Company of his intent to retire from his employment with the Company during the Employment Term, then notwithstanding that he does not have five years of service with Valley and his written notice does not meet the required period for notice, the Executive’s retirement shall be treated as a qualified Retirement under the Stock Plans and his award agreements.  With respect to any performance restricted stock units, the units will remain outstanding after the executive’s retirement from his employment with the Corporation and the Bank and vest, or be forfeited, in accordance with the terms of the applicable award agreement and Stock Plan.  If the Executive retires or announces his retirement prior to the meeting of the Compensation and Human Resources Committee awarding bonuses for 2017 performance, he nonetheless will be entitled to an equity award and cash bonus for his service in 2017, the amount of which shall be in the discretion of the Compensation and Human Resources Committee.
 
4.
Post Retirement Benefits.   The Executive shall be entitled to the post retirement health and life insurance benefits set forth in Sections 5.7 and 5.8 of the Employment Agreement following the expiration or termination of his employment with the Company for any reason whether during or after the Employment Term.
 
 
5.
Other Terms and Conditions .  All the capitalized terms used herein have the meanings provided for in the Employment Agreement or the Stock Plans, except as amended hereby.  Except as amended hereby, all of the terms, conditions and covenants of each of the parties under the Employment Agreement continue in full force and effect.
 
IN WITNESS WHEREOF , the parties hereto have executed this Amendment as of the date first above written.
 
 
VALLEY NATIONAL BANCORP
 
       
       
 
By:
/s/ Gerald H. Lipkin
 
   
Gerald H. Lipkin
 
   
Chairman and CEO
 
 
VALLEY NATIONAL BANK
 
 
By:
/s/ Ira Robbins
   
 
Ira Robbins
   
 
President
   
       
EXECUTIVE:
   
     
     
 
/s/ Rudy Schupp
   
 
Rudy Schupp
   
 
 
-2-
Exhibit 99.1
                         
News Release
 
 
 
FOR IMMEDIATE RELEASE
Contact:
Dianne M. Grenz
Senior Executive Vice President &
Chief Consumer Banking Officer
973-305-4005
 
 
Valley National Bancorp Announces the Retirement of
Gerald H. Lipkin and Appointment of Ira Robbins as CEO

WAYNE, N.J. –Thursday, November 2, 2017 – Valley National Bancorp (NYSE:VLY) (“Valley”), the holding company for Valley National Bank (“Bank”) announces the retirement of Gerald H. Lipkin as Chief Executive Officer, effective December 31, 2017.  Ira Robbins has been selected by the Board of Directors to assume the position of Chief Executive Officer of both Valley and the Bank.  Mr. Robbins will also become a member of the Board of Valley National Bancorp.  Mr. Robbins will continue to serve as President and a Director of Valley National Bank.

Mr. Robbins joined Valley in 1996 as part of the Bank’s Management Associate Program and has held several key positions throughout the Bank over the past two decades.  Presently, Mr. Robbins is directly responsible for Credit Administration, Retail Banking, Technology, Human Resources, Treasury, Finance and serves on the Bank’s Credit Committee.  In addition, he has spent many years directly involved in strategic planning and merger and acquisitions.  As CEO he will be instrumental in further developing Valley’s strategic vision and direction, while promoting a culture that embraces corporate social responsibility.

Andrew B. Abramson, Valley’s Lead Director, stated “Ira has been a long time valuable member of Valley’s executive team and has played an important role in our recent success.  The Board and I enthusiastically welcome Ira in his new position and look forward to his leadership and new vision for Valley.”

Mr. Lipkin’s decision to retire will serve as the culmination of a remarkable 42 years of distinguished service to Valley and its shareholders.  During his tenure he served 29 years as Chairman, President & CEO.  Mr. Lipkin will remain with Valley as Chairman of the Board and will not be active in the daily management of Valley and the Bank.

Mr. Lipkin began his career at Valley in 1975 as a Senior Vice President after a successful career at the OCC.  He became CEO and Chairman of Valley in 1989. During his career Mr. Lipkin grew the Bank from a eight branch New Jersey community bank to a three-state regional commercial bank with approximately $23 billion in assets and over 200 branches.
 
1455 Valley Road, Wayne, NJ 07470
phone: 973-305-3380
fax: 973-696-2044
www.valleynationalbank.com
 
 
News Release
 
 
Mr. Abramson stated “On behalf of the Board of Directors, we extend our deep gratitude to Gerry for his distinguished service and immeasurable contributions to Valley over many years.  He has been a strong and valued leader as our CEO and we are grateful for the legacy of success established under his leadership.”

Mr. Lipkin stated “I am grateful to the Board of Directors and the shareholders of Valley for their confidence and support during my tenure as CEO of Valley.  For many years I have had the opportunity to work closely with Ira and he is one of the most talented individuals that I have had the opportunity to work with.  I have full confidence in his ability to run the Company.  I look forward to continuing with Valley as Chairman of the Board.”

Mr. Robbins stated “It has been an honor to work with Gerry over the past 20 years.  His counsel extends beyond traditional banking principles.  He has been a leader with the highest ethical standards who cared deeply about the employees during this tenure with Valley over the last 29 years.  As Valley’s incoming CEO, I’m eager to maintain the Bank’s strong community foundation, while working with our executive management team to enhance Valley’s performance and ensure long-term relevance in a constantly changing banking environment.”

About Valley
Valley National Bancorp (“Valley”) is a regional bank holding company headquartered in Wayne, New Jersey with approximately $23 billion in assets. Its principal subsidiary, Valley National Bank, currently operates over 200 branch locations throughout northern and central New Jersey, the New York City boroughs of Manhattan, Brooklyn and Queens, Long Island, and Florida. Valley has recently received regulatory approval to acquire USAmeriBancorp, a $4.5 billion bank headquartered in Tampa Bay Florida with 15 branch locations in Alabama.  The closing remains subject to various closing conditions, including among others shareholder approval.  Valley National Bank is one of the largest commercial banks headquartered in New Jersey and is committed to providing the most convenient service, the latest in product innovations and an experienced and knowledgeable staff with a high priority on friendly customer service. For more information about Valley National Bank and its products and services, please visit www.valleynationalbank.com or call our Customer Service Center at 800-522-4100.
 
# # #

1455 Valley Road, Wayne, NJ 07470
phone: 973-305-3380
fax: 973-696-2044
www.valleynationalbank.com
 
 
 
 
Exhibit 99.2
                         
News Release


 
FOR IMMEDIATE RELEASE
Contact:
Dianne M. Grenz
Senior Executive Vice President &
Chief Consumer Banking Officer
973-305-4005


Valley National Bancorp Announces the Retirement of
Rudy E. Schupp, President of Valley National Bancorp

WAYNE, N.J. –Thursday, November 2, 2017 – Valley National Bancorp (NYSE:VLY) (“Valley”), the holding company for Valley National Bank (“Bank”) announces the retirement of Rudy E. Schupp as President, Valley National Bancorp and Chief Banking Officer, effective January 15, 2018.  Mr. Schupp joined Valley in 2014 following the acquisition of 1 st United Bank where he served as President and CEO.  Mr. Schupp previously served as Chairman and CEO of Republic Security Bank for over 16 years.

“I worked with Rudy Schupp for the last three years. I came to appreciate the depth of his business and lending knowledge, as well as his hard work and vision,” commented Ira Robbins, who on January 1, 2018 is to succeed Gerald Lipkin as CEO.  “Rudy was instrumental in helping Valley to develop and grow our franchise in Florida both organically and through the CNL and USAmeriBank acquisitions.  Rudy’s professionalism and counsel during his tenure at Valley have been instrumental in shaping the Bank’s strategy. I want to sincerely thank him for his contributions and partnership.”

About Valley
Valley National Bancorp (“Valley”) is a regional bank holding company headquartered in Wayne, New Jersey with approximately $23 billion in assets. Its principal subsidiary, Valley National Bank, currently operates over 200 branch locations throughout northern and central New Jersey, the New York City boroughs of Manhattan, Brooklyn and Queens, Long Island, and Florida. Valley has recently received regulatory approval to acquire USAmeriBancorp, a $4.5 billion bank headquartered in Tampa Bay Florida with 15 branch locations in Alabama.  The closing remains subject to various closing conditions, including among others shareholder approval.  Valley National Bank is one of the largest commercial banks headquartered in New Jersey and is committed to providing the most convenient service, the latest in product innovations and an experienced and knowledgeable staff with a high priority on friendly customer service. For more information about Valley National Bank and its products and services, please visit www.valleynationalbank.com or call our Customer Service Center at 800-522-4100.

# # #

1455 Valley Road, Wayne, NJ 07470
phone: 973-305-3380
fax: 973-696-2044
www.valleynationalbank.com