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Section 1: 8-K (8-K)

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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 5.07
 

On May 24, 2018, HomeStreet, Inc. (the “Company”) held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”). Based on the preliminary voting report provided by the Company's proxy solicitor, the Company's shareholders elected all director candidates nominated by the Company's Board of Directors and approved Proposals 2, 3 and 4 as described in the Company’s Definitive Proxy Statement for the Annual Meeting on Schedule 14A which was filed with the Securities and Exchange Commission on April 17, 2018.

At the Annual Meeting, blue proxy cards solicited by Roaring Blue Lion Capital Management and its affiliates ("Roaring Blue Lion") were presented; the Company had previously announced that it would provisionally count those proxies at the meeting, pending a final determination of whether or not those proxies would be considered valid given that the proxy holders did not file an application with, or seek approval from, the Washington State Department of Financial Institutions (the "DFI"), potentially in violation of Chapter 30A of the Revised Code of Washington ("RCW"). While this determination did not affect the ultimate outcome of the election of the directors or approvals on the proposals, the Chairman of the Meeting, based on an Interpretive Statement of the DFI dated March 15, 2018 and advice of bank regulatory outside counsel, determined that the blue proxy cards would be considered ineffective and void pursuant to RCW 30A.04.405(7). However, notwithstanding that determination, the results reported below disclose both the preliminary voting results as well as how the blue proxies would have been voted had they been validly solicited proxies under the law. An amendment to this Current Report on Form 8-K will be filed within four business days of the determination by the inspector of elections of the final vote tally.

The proposals voted on and approved by the shareholders at the Annual Meeting were as follows:

Proposal 1

Company shareholders re-elected the following three Class I directors with terms ending at the annual meeting of the shareholders to be held in 2021 (or upon the due election and qualification of their respective successors) and the voting results are set forth below:

Official Results
Nominee
For
Against
Abstain
Withhold
Broker Non-Votes
Scott M. Boggs
12,495,874
7,521,712
51,191
264,842
Mark R. Patterson
18,389,733
1,560,862
118,184
50
264,790
Douglas I. Smith
16,092,751
3,923,879
47,672
6,527
264,790

Results Including Blue Proxy Card Votes
Nominee
For
Against
Abstain
Withhold
Broker Non-Votes
Scott M. Boggs
12,536,648
11,280,461
53,241
50
264,970
Mark R. Patterson
22,097,295
1,644,272
128,783
50
264,790
Douglas I. Smith
18,601,432
5,214,719
47,716
6,533
264,790

Proposal 2

Company shareholders approved on an advisory (non-binding) basis, as set forth below, the compensation of the Company's named executive officers.






Official Results
 
For
Against
Abstain
Broker Non-Votes
Approval on an advisory (non-binding) basis the compensation of the Company's named executive officers.

15,747,155

4,245,383
76,291
264,790

Results Including Blue Proxy Card Votes
 
For
Against
Abstain
Broker Non-Votes
Approval on an advisory (non-binding) basis the compensation of the Company's named executive officers.
18,399,892

5,374,830
95,678
264,790


Proposal 3

Company shareholders approved on an advisory (non-binding) basis, as set forth below, the frequency of one year for future advisory (non-binding) shareholder votes on executive compensation.

Official Results
 
One Year
Two Years
Three Years
Abstain
Broker Non-Votes
Approval on an advisory (non-binding) basis of the frequency of a shareholder vote on an advisory (non-binding) basis the compensation of the Company's named executive officers.
17,404,681
163,559
2,241,088
259,501
264,790

Results Including Blue Proxy Card Votes
 
One Year
Two Years
Three Years
Abstain
Broker Non-Votes
Approval of amendments to the 2014 Equity Incentive Plan
21,100,894
163,705
2,327,108
278,692
264,790

Proposal 4

Company shareholders ratified on an advisory (non-binding) basis, as set forth below, the appointment of Deloitte & Touche LLP as the Company’s independent registered accounting firm:

Official Results
 
For
Against
Abstain
Appointment of Deloitte & Touche
20,180,269
136,268
31,403
Results Including Blue Proxy Card Votes
 
For
Against
Abstain
Appointment of Deloitte & Touche
23,967,520
136,268
31,403






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 31, 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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