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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):

☐			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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbols			Name of exchange on which registered
Common Stock, no par value			VLY			The Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series A, no par value			VLYPP			The Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series B, no par value			VLYPO			The Nasdaq Stock Market LLC

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. ☐

Valley National Bancorp (the “Company”) held its Annual Meeting of Shareholders on May 21, 2024 (the “Meeting”). On the record date of March 25, 2024, there were 508,893,059 shares of the Company’s common stock outstanding. A total of 458,491,701 shares were present or represented by proxy at the Meeting. The Company’s shareholders took the following actions:

Proposal #1 – Voted on the election of 14 persons, named in the Proxy Statement, to serve as directors of the Company for the ensuing year constituting the entire Board of Directors. The following is a list of directors elected at the Annual Meeting with the number of votes “For,” “Against,” “Abstain” and “Broker Non-Votes,” as well as the percentage of votes cast “For” each director nominee.

Proposal #2 – Approved, on an advisory basis, the compensation of the Company’s named executive officers. The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, was as follows:

Proposal #3 – Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, was as follows:

Proposal #4 – Voted on a shareholder proposal to provide shareholders with the right to ratify executive termination pay if properly presented at the Annual Meeting. The proposal was not approved. The number of shares voted “For” and “Against” this proposal, as well as the number of abstentions and broker non-votes, was as follows:

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.