Additional Proxy Soliciting Materials (definitive) (defa14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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¨ Definitive Proxy Statement
x Definitive Additional Materials
¨ Soliciting Material under §240.14a-12

(Name of Registrant as Specified In Its Charter)

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Two Blue Hill Plaza, Second Floor, Pearl River, NY 10965
(845) 369-8040

Supplement to 2021 Proxy Statement

April 26, 2021

This Supplement amends and supplements the 2021 Proxy Statement of Sterling Bancorp (the “Company”), dated April 14, 2021, which was furnished to stockholders of the Company in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Company’s 2021 Annual Meeting of Stockholders to be held on Wednesday, May 26, 2021 at 11:00 a.m. Eastern Time.

This Supplement provides additional information on the voting requirements for and the effect of abstentions on “Proposal #2 – Amendment to the Sterling Bancorp Amended and Restated 2015 Omnibus Equity and Incentive Plan” (“Proposal 2”). For purposes of the listing rules of the New York Stock Exchange (“NYSE”) requiring shareholder approval of Proposal 2, abstentions are counted as votes cast and, therefore, abstentions will have the same effect as a vote “against” the proposal; broker non-votes are not counted as votes cast and, therefore, will have no impact.

Except as specifically supplemented by the information in this Supplement, all information set forth in the 2021 Proxy Statement remains unchanged. From and after the date of this Supplement, all references to the “Proxy Statement” are to the Proxy Statement as supplemented hereby. The Proxy Statement contains important information, and this Supplement should be read in conjunction with the Proxy Statement.

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