What changed in this filing

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Item 9A. Controls and Procedures

2022-02-28 compared with 2021-02-26 · 37 added, 34 removed, 225 unchanged (24% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Valley maintains disclosure controls and procedures which, consistent with Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, are defined to mean controls and other procedures that are designed to ensure that information required to be disclosed in the reports that Valley files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that such information is accumulated and communicated to Valley’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Valley’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Valley’s disclosure controls and procedures.

Based on such evaluation, Valley’s Chief Executive Officer and Chief Financial Officer have concluded that such disclosure controls and procedures were effective as of December 31, 2020 (the end of the period covered by this Annual Report on Form 10-K).

Valley’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud.

Val ley maintains disclosure controls and procedures which, consistent with Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, are defined to mean controls and other procedures that are designed to ensure that information required to be disclosed in the reports that Valley files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that such information is accumulated and communicated to Valley’s management, including its Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosure.

Valley’s management, with the participation of the CEO and CFO, has evaluated the effectiveness of Valley’s disclosure controls and procedures.

Based on such evaluation, Valley’s CEO and CFO have concluded that such disclosure controls and procedures were effective as of December 31, 2021 (the end of the period covered by this Annual Report on Form 10-K).

Valley’s management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud.

A system of internal control, no matter how well conceived and operated, provides reasonable, not absolute, assurance that the objectives of the system of internal control are met.

26 unchanged sentences

Changes in 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.

On July 1, 2021, Valley completed the implementation of its SAP S/4HANA general ledger and enterprise resource planning system.

The new system was subject to various testing and review procedures before, during and after implementation.

As a result of this implementation, Valley has experienced certain changes to its processes and procedures which in turn, resulted in changes to its internal control over financial reporting.

Valley’s CEO and CFO have concluded that except for those changes there were no changes in Valley’s internal control over financial reporting in the year ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, Valley’s internal control over financial reporting.

We have 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 have largely worked 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.

29 unchanged sentences

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

2 unchanged sentences

Executive Compensation

The information set forth under the captions “Director Compensation”, “Compensation Committee Interlocks and Insider Participation” and “Executive Compensation” in the 2021 Proxy Statement is incorporated herein by reference.

The information set forth under the captions “Compensation of Directors,” “Compensation Committee Interlocks and Insider Participation” and “Advisory Vote on Our Named Executive Officer Compensation” in the 2022 Proxy Statement is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

3 unchanged sentences

Principal Accountant Fees and Services

The information set forth under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm” in the 2021 Proxy Statement is incorporated herein by reference.

Our independent registered public accounting firm is KPMG LLP , Short Hills, NJ , Auditor Firm ID:

The information set forth under the caption “Ratification of the Appointment of Independent Registered Public Accounting Firm” in the 2022 Proxy Statement is incorporated herein by reference.

Exhibits and Financial Statement Schedules

9 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.

2021 Form 10-K

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

(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession

Agreement and Plan of Merger, dated as of September 22, 2021, by and among Valley National Bancorp, Bank Leumi Le-Israel Corporation, a New York corporation and Volcano Merger Sub Corporation, a New York corporation and subsidiary of Valley, incorporated herein by reference to Exhibit 2.1 to the Registrant’s Form 8-K Current Report filed on September 27, 2021.

(3) Articles of Incorporation and By-laws:

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.

12 unchanged sentences

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).

Indenture, dated as of May 28, 2021, between Valley and U.

Bank, N.A., as Trustee, incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K Current Report filed on May 28, 2021.

First Supplemental Indenture, dated as of May 28, 2021, between Valley and U.

Bank, N.A., as Trustee, including the form of Notes attached thereto, incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K Current Report filed on May 28, 2021.

(Valley 3.00% sub debt due June 15, 2031).

(10) Material Contracts:

Amended and Restated Change in Control Agreements among Valley National Bank, Valley Alan D.

Eskow, dated June 22, 2011, incorporated herein by reference to Exhibits 10.A and 10.C to the Registrant’s Form 10-Q Quarterly Report filed on August 9, 2011 (No.

Severance Agreement dated January 24, 2017 between Valley, Valley National Bank and Gerald H.

Lipkin, which replaced in full all predecessor severance and guaranteed retirement agreements, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K Current Report filed on January 26, 2017 (applicable only to Gerald H.

Lipkin guaranteed retirement agreement) +

Form of Amended and Restated Change in Control Agreement applicable to Executive Vice Presidents of Valley National Bank and Valley, incorporated herein by reference to Exhibit 10.E to the Registrant’s Form 10-Q Quarterly Report filed on August 9, 2011 (No.

Continues until December 31,2022 for Melissa F.

Scofield and Bernadette M.

Continues until December 31,2022 for Bernadette M.

The Valley National Bancorp Benefit Equalization Plan, as Amended and Restated, incorporated herein by reference to Exhibit 10 to the Registrant’s Form 10-Q Quarterly Report filed on November 6, 2015.+

1 unchanged sentence

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).+

18 unchanged sentences

Iadanza, Ronald H.

Janis, Bernadette M.

Mueller and Melissa Scofield), incorporated herein by reference to Exhibit EE to the Registrant's Form 10-K filed on February 28, 2019.

Janis and Bernadette M.

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

Form of Change in Control Agreement for President and Chief Executive Officer, dated January 16, 2019 and effective January 1, 2023 (applicable to Ira Robbins), incorporated herein by reference to Exhibit FF to the Registrant's Form 10-K filed on February 28, 2019.

2021 Form 10-K 152

Amendment to 2016 Change in Central Severance Plan for First Senior Vice Presidents and Senior Vice Presidents (applicable after January 1, 2020), incorporated herein by reference to Exhibit GG to the Registrant's Form 10-K filed on February 28, 2019.

3 unchanged sentences

Janis), incorporated herein by reference to Exhibit II 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.

7 unchanged sentences

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.

Valley National Bancorp 2021 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed on May 7, 2021.

Form of Valley National Bancorp Director Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2021 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.4 of the Registrant’s Form 10-Q filed on May 7, 2021.

Form of Valley National Bancorp Time-Based Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2021 Incentive Compensation Plan + *

Form of Valley National Bancorp Performance-Based Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2021 Incentive Compensation Plan.

2021 Form 10-K

8 unchanged sentences

State Bancorp Capital Trust II Delaware 100%

Dudley Ventures, LLC Delaware 100%

DV Financial Services, LLC Delaware 100%

(b) Subsidiaries of Valley National Bank:

9 unchanged sentences

VNB New York, LLC New York 100%

DV Community Investment, LLC Delaware 100%

RISC One, Inc.

New York 100%

Valley Insurance Services of Florida, LLC Florida 90%

17 unchanged sentences

(24) Power of Attorney of Certain Directors and Officers of Valley.*

(31.1) Certification of Ira Robbins, Chairman of the Board, President and Chief Executive Officer of the Company, pursuant to Securities Exchange Rule 13a-14(a).*

(31.1) Certification of Ira Robbins, Chairman of the Board and Chief Executive Officer of the Company, pursuant to Securities Exchange Rule 13a-14(a).*

(31.2) Certification of Michael D.

1 unchanged sentence

(32) Certification, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Ira Robbins, Chairman of the Board, President and Chief Executive Officer of the Company and Michael D.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Ira Robbins, Chairman of the Board and Chief Executive Officer of the Company and Michael D.

Hagedorn, Senior Executive Vice President and Chief Financial Officer of the Company.*

7 unchanged sentences

/s/ IRA ROBBINS

Ira Robbins, Chairman of the Board, President

Ira Robbins, Chairman of the Board

and Chief Executive Officer

6 unchanged sentences

/ S / I RA R OBBINS

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

Chairman of the Board and Chief Executive Officer and Director (Principal Executive Officer) February 28, 2022

/ S / M ICHAEL D.

17 unchanged sentences

Director February 28, 2022

Director February 26, 2021

W ILLIAMS , J R.

6 unchanged sentences

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