What changed in this filing

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Item 9A. Controls and Procedures

2021-02-26 compared with 2020-03-10 · 82 added, 68 removed, 177 unchanged (46% of the section changed)

24 unchanged sentences

As of December 31, 2020, management assessed the effectiveness of Valley’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission.

Management’s assessment included an evaluation of the design of Valley’s internal control over financial reporting and testing of the operating effectiveness of its internal control over financial reporting.

Management reviewed the results of its assessment with the Audit Committee.

Based on this assessment, management determined that, as of December 31, 2019 , Valley’s internal control over financial

Management’s assessment included an evaluation of the design of Valley’s internal control over financial reporting and testing of the operating

2020 Form 10-K 148

reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with U.S.

effectiveness of its internal control over financial reporting.

Management reviewed the results of its assessment with the Audit Committee.

Based on this assessment, management determined that, as of December 31, 2020, Valley’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

generally accepted accounting principles.

2 unchanged sentences

Changes in Internal Control over Financial Reporting

There have been no changes in Valley’s internal control over financial reporting during the year ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, Valley’s internal control over financial reporting.

Beginning January 1, 2020, Valley adopted ASU No.

2016-13, “Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments”.

Valley implemented changes to the policies, processes, and controls over the estimation of the allowance for credit losses to support the adoption of ASU No.

Many of the controls that existed under the incurred model remained unchanged under the new standard.

New controls were established over the review of economic forecasting projections obtained externally.

Except as related to the adoption of ASU No.

2016-13, Valley’s CEO and CFO have also concluded that there have not been any changes in Valley’s internal control over financial reporting in the year ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, Valley’s internal control over financial reporting.

Valley has not experienced any material impact to Valley’s internal controls over financial reporting due to the fact that most of Valley’s employees responsible for financial reporting are working remotely during the COVID-19 pandemic.

Valley is continually monitoring and assessing the impact of the COVID-19 pandemic on Valley’s internal controls over financial reporting to minimize the impact to their design and operating effectiveness.

2020 Form 10-K

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board Directors

To the Shareholders and Board of Directors

Valley National Bancorp:

2 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial condition of the Company as of December 31, 2019 and 2018 , the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2019 , and the related notes (collectively, the consolidated financial statements), and our report dated March 10, 2020 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial condition of the Company as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements), and our report dated February 26, 2021 expressed an unqualified opinion on those consolidated financial statements .

Basis for Opinion

2 unchanged sentences

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws, the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

11 unchanged sentences

Short Hills, New Jersey

March 10, 2020

February 26, 2021

2020 Form 10-K 150

2 unchanged sentences

Directors, Executive Officers and Corporate Governance

Certain information regarding executive officers is included under the section captioned “ Information about our Executive Officers” in Item 1 of this Annual Report on Form 10-K.

Certain information regarding executive officers is included under the section captioned “ Information about our Executive Officers” in Item 1 of this report.

The information set forth under the captions “Director Information” and “Corporate Governance” in the 2021 Proxy Statement is incorporated herein by reference.

8 unchanged sentences

Exhibits and Financial Statement Schedules

Financial Statements and Schedules:

(a) Financial Statements and Schedules:

The following financial statements and supplementary data are filed as part of this annual report:

7 unchanged sentences

All financial statement schedules are omitted because they are either inapplicable or not required, or because the required information is included in the consolidated financial statements or notes thereto.

2019 Form 10-K

Exhibits (numbered in accordance with Item 601 of Regulation S-K):

(b) Exhibits (numbered in accordance with Item 601 of Regulation S-K):

(3) Articles of Incorporation and By-laws:

Restated Certificate of Incorporation of the Registrant, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 10-Q Quarterly Report filed on November 7, 2017.

2020 Form 10-K

Restated Certificate of Incorporation of the Registrant, incorporated herein by reference to Exhibit 3.1 to the Registrant's Form 10-Q Quarterly Report filed on August 7, 2020.

By-laws of the Registrant, as amended and restated, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K Current Report filed on October 23, 2018.

8 unchanged sentences

(Item 601(b)(4)(iii)(A)), incorporated herein by reference to Exhibit 4G to the Registrant's Form 10-K Annual Report filed on February 28, 2017.

Description of Valley Securities.*

Description of Valley Securities, incorporated herein by reference to Exhibit 4F to the Registrant's Form 10-K Annual Report filed on March 10, 2020.

Indenture, dated as of June 5, 2020, between Valley and The Bank of New York Mellon Trust Company, N.A., as Trustee, incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K Current Report filed on June 5, 2020.

First Supplemental Indenture, dated as of June 5, 2020, between Valley and The Bank of New York Mellon Trust Company, N.A., as Trustee, including the form of Notes attached as Exhibit A thereto, incorporated herein by reference to Exhibit 4.2 to the Registrant’s Form 8-K Current Report filed on June 5, 2020 (Valley 5.25% sub debt due June 15, 2030).

(10) Material Contracts:

9 unchanged sentences

Form of Participant Agreement for the Benefit Equalization Plan, incorporated herein by reference to Exhibit 10.J to the Registrant's Form 10-K Annual Report for the year ended December 31, 2011 (No.

Valley National Bancorp 2009 Long-Term Stock Incentive Plan, as amended, incorporated herein by reference to Exhibit 10.P to the Registrant’s Form 10-K Annual Report for the year ended December 31, 2014.+

2019 Form 10-K

Form of Valley National Bancorp Incentive Stock Option Agreement used in connection with Valley National Bancorp 2009 Long-Term Stock Incentive Plan, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K Current Report filed on May 27, 2009 (No.

Form of Valley National Bancorp Non-Qualified Stock Option Agreement used in connection with Valley National Bancorp 2009 Long-Term Stock Incentive Plan, incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K Current Report filed on May 27, 2009 (No.

Form of Valley National Bancorp Agreement for Performance Based Restricted Stock Unit Award, incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K Current Report filed on May 2, 2016 (in use prior to 2019).+

2020 Form 10-K 152

Form of Valley National Bancorp Restricted Stock Award Agreement, incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q Quarterly Report filed on May 8, 2017 (in use prior to 2019).+

14 unchanged sentences

2015 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 99.2 to the Registrant’s Form S-8 Registration Statement filed on December 29, 2017.+

Form of Valley National Bancorp 2018 Performance Restricted Stock Unit Award Agreement used in connection with Valley National Bancorp 2009 Long-Term Stock Incentive Plan, incorporated herein by reference to Exhibit LL to the Registrant's Form 10-K filed on March 1, 2018 (in use prior to 2019).

Form of Change in Control Agreement for Executive Vice President, dated January 16, 2019, incorporated herein by reference to Exhibit CC to the Registrant's Form 10-K filed on February 28, 2019.

Form of Change in Control Agreement for Senior Executive Vice President, dated January 16, 2019, incorporated herein by reference to Exhibit DD to the Registrant's Form 10-K filed on February 28, 2019.

2019 Form 10-K

Form of Agreement to Reduce Change in Control Severance, effective January 1, 2023 (applicable to Ira Robbins, Thomas A.

8 unchanged sentences

Janis), incorporated herein by reference to Exhibit II to the Registrant's Form 10-K filed on February 28, 2019.

Valley National Bancorp 2016 Long-Term Stock Incentive Plan, as amended, adopted on January 30, 2019 for use in 2019 and after, incorporated herein by reference to Exhibit KK to the Registrant's Form 10-K filed on February 28, 2019.

2020 Form 10-K

Valley National Bancorp 2016 Long-Term Stock Incentive Plan, as amended and restated on January 28, 2020 incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 10-Q filed on November 6, 2020.

Form of Valley National Bancorp Agreement for Performance Based Restricted Stock Unit Award, in connection with Valley National Bancorp 2016 Long-Term Stock Incentive Plan, (for use in 2019 and thereafter), incorporated herein by reference to Exhibit LL to the Registrant's Form 10-K filed on February 28, 2019.

3 unchanged sentences

2011 Equity Incentive Plan, incorporated by reference to Appendix A of the proxy statement for the Special Meeting of Oritani Stockholders (Commission File No.

001-33223) filed by Oritani under the Securities Exchange Act of 1934, as amended, on March 20, 2008.

Oritani Financial Corp.

2011 Equity Incentive Plan, incorporated by reference to Appendix A of the proxy statement for the Special Meeting of Oritani Stockholders (Commission File No.

001-34786) filed by Oritani under the Securities Exchange Act of 1934, as amended, on June 27, 2011.

Employment Agreement, dated as of July 25, 2017, by and among Joseph V.

Chillura, Valley National Bancorp and Valley National Bank, incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed on August 7, 2020.

2020 Form 10-K 154

(21) List of Subsidiaries as of December 31, 2020:

Jurisdiction of

Incorporation

Percentage of Voting Securities Owned by the Parent Directly or Indirectly

Subsidiaries of Valley:

Valley National Bank

United States

Aliant Statutory Trust II

GCB Capital Trust III

State Bancorp Capital Trust I

State Bancorp Capital Trust II

Subsidiaries of Valley National Bank:

Name Jurisdiction of

Incorporation Percentage of Voting Securities Owned by the Parent Directly or Indirectly

(a) Subsidiaries of Valley:

Valley National Bank United States 100%

Aliant Statutory Trust II Delaware 100%

GCB Capital Trust III Delaware 100%

State Bancorp Capital Trust I Delaware 100%

State Bancorp Capital Trust II Delaware 100%

(b) Subsidiaries of Valley National Bank:

Hallmark Capital Management, Inc.

New Jersey 100%

Highland Capital Corp.

Masters Coverage Corp.

New Jersey 100%

Valley Insurance Services, Inc.

Metro Title and Settlement Agency, Inc.

Valley Commercial Capital, LLC

Valley Securities Holdings, LLC

VNB New York, LLC

Subsidiaries of Masters Coverage Corp.:

Life Line Planning, Inc.

New York 100%

Valley Commercial Capital, LLC New Jersey 100%

Valley Securities Holdings, LLC New York 100%

VNB New York, LLC New York 100%

RISC One, Inc.

Subsidiaries of Valley Securities Holdings, LLC:

Shrewsbury Capital Corporation

New York 100%

Valley Insurance Services of Florida, LLC Florida 100%

(d) Subsidiaries of Valley Securities Holdings, LLC:

New Jersey 100%

Shrewsbury Capital Corporation New Jersey 100%

Valley Investments, Inc.

New Jersey 100%

Oritani Investment Corp.

Subsidiary of Oritani Investment Corp.:

New Jersey 100%

(e) Subsidiary of Oritani Investment Corp.:

Oritani Asset Corp.

Subsidiary of SAR II, Inc.:

New Jersey 100%

(f) Subsidiary of SAR II, Inc.:

VNB Realty, Inc.

Subsidiary of VNB Realty, Inc.:

New Jersey 100%

(g) Subsidiary of VNB Realty, Inc.:

VNB Capital Corp.

New York 100%

(23) Consent of KPMG LLP.*

19 unchanged sentences

and Chief Financial Officer

March 10, 2020

February 26, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated:

Signature Title Date

/ S / I RA R OBBINS

Chairman of the Board, President and Chief Executive Officer and Director (Principal Executive Officer)

March 10, 2020

Chairman of the Board, President and Chief Executive Officer and Director (Principal Executive Officer) February 26, 2021

/ S / M ICHAEL D.

1 unchanged sentence

Chief Financial Officer

(Principal Financial Officer)

March 10, 2020

(Principal Financial Officer) February 26, 2021

/ S / M ITCHELL L.

1 unchanged sentence

Chief Accounting Officer

(Principal Accounting Officer)

March 10, 2020

(Principal Accounting Officer) February 26, 2021

Director February 26, 2021

2020 Form 10-K 156

March 10, 2020

Signature Title Date

Director February 26, 2021

W ILLIAMS , J R.

Director February 26, 2021

Williams, Jr.

/s/ M ICHAEL D.

March 10, 2020

February 26, 2021

Hagedorn, attorney-in fact

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures