UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) of ~~the~~OF

~~Securities~~THE ~~Exchange~~SECURITIES ~~Act~~EXCHANGE ofACT OF 1934

Date of Report (Date of earliest event reported): ~~August~~October 1720, 2021

~~Sterling~~STERLING ~~Bancorp~~BANCORP

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~ Specified in ~~its charter~~Charter)

Delaware	~~001-35385~~		~~80-0091851~~	001-35385	80-0091851
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification Number)
(State or Other Jurisdiction of				(Commission File No.)	(IRS Employer ID No.)
Two Blue Hill Plaza, Second Floor, Pearl River, New York			10965
Incorporation or Organization)
(Address of principal executive offices)			(Zip Code)
Two Blue Hill Plaza, Second Floor
Pearl River		New York			10965
(Address of Principal Executive Office)					(Zip Code)

Registrant’s telephone number, including area code: ~~(845) 369-8040~~

(845) 369-8040

Not Applicable

(Former name or former address, if changed since last report.)

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))

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

STL

New York Stock Exchange

Depositary Shares, each representing 1/40 interest in a share of 6.50% Non-Cumulative Perpetual Preferred Stock, Series A

STLPRA

New York Stock Exchange

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	STL	New York Stock Exchange
Depositary Shares, each representing 1/40th interest in a share of 6.50% Non-cumulative Perpetual Preferred Stock, Series A	STLPRA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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).

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 52.0702. ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders.~~Condition

~~The~~On ~~Special Meeting was held on August 17~~October 20, 2021, ~~in order for the stockholders of~~ Sterling Bancorp (the “~~Sterling~~Company”) toissued ~~vote~~a ~~upon~~press ~~the~~release ~~following~~regarding ~~proposals set~~its ~~forth~~results infor ~~a joint proxy statement/prospectus (~~the ~~“Proxy~~three ~~Statement/Prospectus”)~~and ~~prepared~~nine inmonths ~~connection~~ended ~~with~~September ~~the Merger (defined below)~~30, ~~dated~~2021. ~~July~~The 8,press ~~2021,~~release ~~and~~is ~~filed~~included ~~with~~as ~~the~~Exhibit U99.S.1 ~~Securities~~to ~~and~~this ~~Exchange Commission (the “SEC”) on July 8, 2021:~~report.

AsThe ofinformation ~~July~~contained 2in this report, ~~2021~~including Exhibit 99.1 attached hereto, ~~the~~is ~~record date~~considered to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the ~~Special~~Securities ~~Meeting,~~Exchange ~~there~~Act ~~were~~of ~~192~~1934,~~715~~ as amended,~~433~~ ~~shares~~or ofotherwise ~~Sterling~~subject ~~common~~to ~~stock~~liability ~~issued~~under ~~and~~that ~~outstanding~~Section. ~~and~~The ~~eligible~~information toin bethis ~~voted~~Current ~~at the~~Report ~~Special~~shall ~~Meeting,~~not ~~and~~be ~~157,797,715~~incorporated ~~shares~~by ~~were~~reference ~~represented~~into inany ~~person~~filing or byother ~~proxy~~document atpursuant to the ~~Special~~Securities ~~Meeting~~Act of 1933, ~~which~~as ~~constituted~~amended, aexcept ~~quorum~~as ~~to conduct~~shall ~~business~~be atexpressly ~~the~~set ~~meeting~~forth by specific reference in such filing or document.

The ~~results~~release ofcontains forward-looking statements regarding the ~~votes~~Company ~~cast~~and byincludes ~~stockholders~~a ~~are as~~cautionary ~~follows:~~statement identifying important factors that could cause actual results to differ materially from those anticipated.

~~Proposal 1: To adopt the Agreement and Plan of Merger, dated as of April 18, 2021 (the “Merger Agreement”), by and between Sterling and Webster~~ Item 9.01. Financial ~~Corporation~~Statements ~~(“Webster”), as such agreement may be amended from time to time, pursuant to which Sterling will merge with~~ and ~~into Webster, with Webster as the surviving corporation (the “Merger”), as more fully described in the Proxy Statement/Prospectus (the “Sterling Merger Proposal”);~~Exhibits

~~Proposal 1: The Sterling Merger Proposal:~~(d) Exhibits.

For	Against	Abstain	Broker Non-Votes
Exhibit No.				Description
157,094,942	575,126	127,647	N/A
99.1				Press Release of Sterling Bancorp, dated October 20, 2021

Proposal 2: To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Sterling’s named executive officers that is based on or otherwise relates to the Merger (the “Sterling Compensation Proposal”);SIGNATURE

~~Proposal~~Pursuant 2:to ~~The~~the ~~Sterling~~requirements ~~Compensation~~of ~~Proposal:~~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.

For	Against	Abstain	Broker Non-Votes
151,732,106	5,067,182	998,427	N/A

STERLING BANCORP

~~Proposal 3~~DATE: To ~~adjourn~~October ~~the Special Meeting~~20, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Sterling Merger Proposal or to ensure that any supplement or amendment to the Proxy Statement2021 By:/~~Prospectus~~s/ isBeatrice timely provided to holders of Sterling common stock. Because the Sterling Merger Proposal and the Sterling Compensation Proposal were approved, the Adjournment Proposal was withdrawn and not considered at the Special Meeting.Ordonez

~~Completion~~Beatrice of the Merger remains subject to the satisfaction of the remaining customary closing conditions contained in the Merger Agreement. Assuming such conditions are satisfied, Sterling currently expects to complete the Merger in the fourth quarter of 2021.Ordonez

~~Item~~Chief ~~8.01~~Financial ~~Other~~Officer ~~Events.~~and

OnPrincipal ~~August~~Financial 17, 2021, Sterling and Webster issued a joint press release announcing the voting results described in Item 5.07 of this Current Report on Form 8-K, along with the voting results of the special meeting of Webster’s stockholders. The joint press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.Officer

~~Item 9.01 Financial Statements and Exhibits~~EXHIBIT INDEX

(d) Exhibits


Exhibit Number						Description
99.1						Press Release of Sterling Bancorp, dated October 20, 2021

Exhibit No.	Description
99.1	Joint Press Release of Sterling and Webster, dated August 17, 2021, regarding Special Meeting Results
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

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.

	Sterling Bancorp
Date: August 18, 2021	By:	/s/ Jack L. Kopnisky
		Jack L. Kopnisky
		President and Chief Executive Officer

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