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ASTORIA FINANCIAL CORP FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

May 22, 2014



Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders (the "Meeting") of Astoria Financial Corporation (the "Company") was held on May 21, 2014. As of the record date, there were a total of 99,408,856 shares of common stock outstanding and entitled to vote at the Meeting. At the Meeting 94,349,932 shares of common stock were represented in person or by proxy, therefore a quorum was present. The following proposals were submitted by the Board of Directors to a vote of security holders and the final results of the voting on each proposal is noted below.

Proposal 1 - Election of Directors

The following two directors were nominated to serve for three-year terms expiring at the annual meeting of shareholders to be held in 2017, or when their successors are otherwise duly elected and qualified. The two directors having received the requisite vote of a plurality of the shares represented in person or by proxy and entitled to vote, as indicated below, were elected to serve as directors of the Company.

Directors Votes For Withheld Abstain Broker Non-Votes Ralph F. Palleschi 76,901,199 8,878,930 0 8,569,803 Jane D. Carlin 84,594,835 1,185,294 0 8,569,803



Proposal 2 - Approval of the 2014 Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation.

The vote to approve the 2014 Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation was approved by the requisite vote of a majority of the shares represented in person or by proxy and entitled to vote, as indicated below.

Votes For Votes Against Abstain Broker Non-Votes 76,025,559 9,300,155 454,415 8,569,803



Proposal 3 - Approval of the Astoria Financial Corporation Executive Officer Annual Incentive Plan, as Amended March 19, 2014.

The vote to approve the Astoria Financial Corporation Executive Officer Annual Incentive Plan, as Amended March 19, 2014 was approved by the requisite vote of a majority of the shares represented in person or by proxy and entitled to vote, as indicated below.

Votes For Votes Against Abstain Broker Non-Votes 80,584,596 4,446,806 748,727 8,569,803



Proposal 4 - Approval, on a non-binding basis, of the compensation of the Company's named executive officers.

The non-binding vote to approve the compensation of the Company's named executive officers was approved by the requisite vote of a majority of the shares represented in person or by proxy and entitled to vote, as indicated below.

Votes For Votes Against Abstain Broker Non-Votes 66,646,871 18,460,947 672,311 8,569,803



Proposal 5 - The ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm.

The ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2014 was approved by the requisite vote of a majority of the shares represented in person or by proxy and entitled to vote, as indicated below.

Votes For Votes Against Abstain Broker Non-Votes 90,536,818 3,606,929 206,185 0 Item 8.01. Other Events.



At the Annual Meeting of Shareholders, Monte N. Redman, President and Chief Executive Officer of the Company, made a presentation to shareholders which included, among other things, a review of financial results through the period ended March 31, 2014. A copy of the presentation material is attached hereto as exhibit 99.1 and is also available on the company's investor relations website, http://ir.astoriafederal.com.

The information provided pursuant hereto shall not be deemed incorporated by reference by any general statement incorporating by reference this Form 8-K into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such Acts.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit 99.1 Slide presentation dated May 21, 2014. signature



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.

ASTORIA FINANCIAL CORPORATION By: /s/ Theodore S. AyvasTheodore S. Ayvas Vice President and Director of Investor Relations



Dated: May 22, 2014


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Source: Edgar Glimpses


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