Item 8.01. Other Events.
On
Pursuant to the Settlement, the Company has agreed to adopt and implement
substantial corporate governance reforms (the "Corporate Governance
Enhancements"), many of which are already in progress, and pay attorneys' fees
and expenses in exchange for the release of all defendants from all alleged
claims therein. The Corporate Governance Enhancements include, among other
things, making certain amendments to both the Company's Second Amended and
Restated Articles of Incorporation and Amended & Restated Bylaws to end the
staggered term of the Company's Board of Directors, establishing certain
Board-level and management-level committees and making updates to the Company's
internal policies and practices. The Settlement provides customary releases of
certain individuals and entities, including the current Board of Directors and
certain former board members, and reserves for the Company's Board of Directors
the exclusive right to continue to evaluate and pursue claims against
non-released individuals based on their conduct concerning, related to, or
arising from the matters raised in the derivative action. The Settlement remains
subject to final court approval and other customary conditions. A final approval
hearing is scheduled to be held before the court on
Pursuant to the Court's order granting preliminary approval of the Settlement, a copy of the Notice of Proposed Derivative Settlement is attached as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated herein by reference. The Company has also posted a copy of the Settlement and the Notice of Proposed Derivative Settlement on its website at https://investors.sterlingbank.com.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains certain statements that are, or may be
deemed to be, "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, regarding the Company's plans, expectations,
thoughts, beliefs, estimates, goals and outlook for the future that are intended
to be covered by the protections provided under the Private Securities
Litigation Reform Act of 1995. These forward-looking statements reflect our
current views with respect to, among other things, future events and our
financial performance. These statements are often, but not always, made through
the use of words or phrases such as "may," "might," "should," "could,"
"predict," "potential," "believe," "expect," "attribute," "continue," "will,"
"anticipate," "seek," "estimate," "intend," "plan," "projection," "goal,"
"target," "outlook," "aim," "would" and "annualized," or the negative versions
of those words or other comparable words or phrases of a future or
forward-looking nature. These forward-looking statements are not historical
facts, and they are based on current expectations, estimates and projections
about our industry, management's beliefs and certain assumptions made by
management, many of which, by their nature, are inherently uncertain and beyond
our control. Accordingly, we caution you that any such forward-looking
statements are not guarantees of future performance and are subject to risks,
assumptions, estimates and uncertainties that are difficult to predict. The
risks, uncertainties and other factors detailed from time to time in our public
filings, including those included in the disclosures under the headings
"Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" in our
Annual Report on Form 10-K filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits No. Description 99.1 Notice of Proposed Derivative Settlement 104 Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101)
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