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Section 1: 8-K (8-K)

Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 24, 2018
 
HOMESTREET, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Washington
 
001-35424
 
91-0186600
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
601 Union Street, Ste. 2000, Seattle, WA 98101
(Address of principal executive offices) (Zip Code)
(206) 623-3050
(Registrant’s telephone number, including area code)
 
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:
[ ]
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))
 
 
Indicate by check mark if 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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 24, 2018, following the HomeStreet, Inc. annual meeting of the shareholders, the Board of Directors of HomeStreet, Inc. ("HomeStreet" or the "Company"), upon recommendation of the Board's Human Resources and Corporate Governance Committee (the "HRCG"), took action pursuant to the Company's Amended and Restated Bylaws to expand the Board to 10 directors and appoint Sandra A. Cavanaugh to fill the vacancy created by that expansion for a term that will expire at the next annual meeting of the Company's shareholders.

Ms. Cavanaugh has more than 30 years of experience in the financial services, banking, and mutual fund industries. As president and CEO of U.S. Private Client Services of Russell Investments, Ms. Cavanaugh oversaw a $45 billion mutual fund business in the U.S. Prior to joining Russell Investments, Ms. Cavanaugh was an executive vice president at SunTrust Bank in 2009, and held senior executive positions at Washington Mutual / JP Morgan Chase from 2007 to 2009, including as president of WM Funds Distributor and Shareholder Services from 1997 to 2007. Ms. Cavanaugh also held various senior positions with AIM Mutual Funds, First Interstate Bank, and American Savings Bank. Since her retirement from Russell Investments, Ms. Cavanaugh has provided consulting services to help financial services companies build and execute brand, product, and distribution strategies. In addition to her executive career, Ms. Cavanaugh holds several board and advisory roles. She received her bachelor’s degree in History with a minor in Business from California State University, Fresno and holds NASD/FINRA Securities Licenses Series 7, 24, and 63.
The HRCG identified Ms. Cavanaugh through a targeted search to find a qualified candidate that would meet the Company's diversity goals, as stated in its Principles of Corporate Governance. In addition, Ms. Cavanaugh’s education, financial experience and licensure make her qualified to serve as an "audit committee financial expert" under applicable Securities and Exchange Commission ("SEC") regulations. Ms. Cavanaugh is also an expert in the financial services industry, which was also considered important by the HRCG in its evaluation. The HRCG recommended Ms. Cavanaugh's appointment as part of its ongoing assessment of its board composition and refreshment, following a thorough assessment of her background and qualifications. Ms. Cavanaugh was not appointed as a director pursuant to any arrangement or understanding with any person, and is not a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.

Ms. Cavanaugh will receive such compensation as previously described in the Company's proxy statement for the Company's 2018 annual meeting of the shareholders.

On May 30, 2018, the Company issued a press release on Ms. Cavanaugh's appointment. A copy of the press release is included as Exhibit 99.1 to this report and incorporated herein by reference. The press release is available on HomeStreet's investor relations web site at http://ir.homestreet.com.

Item 9.01
Financial Statements and Exhibits
 
 
(d) Exhibits
Description






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.

Date: May 30, 2018

 
 
 
 
HomeStreet, Inc.
 
 
 
 
By:
 
/s/ Godfrey B. Evans
 
 
 
Godfrey B. Evans
 
 
 
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

 
 
 
 
 



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


393697387_letterheada15.jpg
HomeStreet Appoints Sandra Cavanaugh to Board of Directors

Ms. Cavanaugh brings diversity and extensive investment management and banking sector experience to the Board

SEATTLE - (May 30, 2018) - HomeStreet, Inc. (Nasdaq:HMST) (the “Company” or “HomeStreet”), the parent company of HomeStreet Bank (the “Bank”), today announced that it has appointed Sandra Cavanaugh to the board of directors (the “Board”) of the Company and the board of directors of the Bank. Ms. Cavanaugh previously served as chief executive officer and president of U.S. Private Client Services at Russell Investments, where she was responsible for all advisor sold business within the U.S. and oversaw the firm’s $45 billion mutual fund business from 2010 until her retirement in 2016. Prior to that, Ms. Cavanaugh was an Executive Vice President at Sun Trust Bank during 2009 and held senior executive positions at Washington Mutual / JP Morgan Chase, including as president of two of their subsidiaries, WM Financial Services and WM Funds Distributor and Shareholder Services. Since retiring from Russell Investments, Ms. Cavanaugh has been providing financial consulting services.

As previously announced, the Human Resources and Corporate Governance Committee (the “HRCG”) of the Board recommended Ms. Cavanaugh’s appointment following a search for a candidate that meets the diversity goals set forth in the Company’s Principles of Corporate Governance. Ms. Cavanaugh was identified to the Company by an external executive recruitment firm, was appointed to fill a vacancy created by the expansion of the Board and does not replace any of the existing directors of the Company.

”Sandra will complement our Board with her deep experience in the banking and financial institutions industries, specifically her background in asset management and financial product creation and distribution,” said Scott M. Boggs, Lead Independent Director of HomeStreet. “Her skills and experience are a natural fit to our Board and her commitment to serving the community perfectly aligns with HomeStreet’s values. We look forward to her contribution in executing our strategic plan."

“I am excited to be joining the HomeStreet Board and to bring my expertise and perspective to help inform the strategic goals of the company,” said Sandra Cavanaugh. “HomeStreet’s achievement converting from a troubled thrift to a diversified commercial and consumer bank has been impressive, and I look forward to assisting the Company in furthering this transformation and enhancing shareholder value.”

About HomeStreet, Inc.

HomeStreet, Inc. (Nasdaq:HMST) is a diversified financial services company headquartered in Seattle, Washington, serving consumers and businesses in the Western United States and Hawaii through its various operating subsidiaries. The company operates two primary business segments: Mortgage Banking, which originates and purchases single family residential mortgage loans, primarily for sale into secondary markets; and Commercial & Consumer Banking, including commercial real estate, commercial lending, residential construction lending, retail





banking, private banking, investment, and insurance services. Its principal subsidiaries are HomeStreet Bank and HomeStreet Capital Corporation. Certain information about our business can be found on our investor relations web site, located at http://ir.homestreet.com.

HomeStreet, Inc.

Investor Relations:
Gerhard Erdelji, 206-515-4039
gerhard.erdelji@homestreet.com

Or
Media Relations:
Michael Brandt, 206-876-5506
Michael.brandt@homestreet.com




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