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Section 1: 8-K (8-K)

PFSI Form 8-K (05-31-18)

 

 

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 31, 2018

 

PennyMac Financial Services, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware

001-35916

80-0882793

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

 

 

 

3043 Townsgate Road, Westlake Village, California

91361

(Address of principal executive offices)

(Zip Code)

 

(818) 224‑7442

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

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 whether 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    Submission of Matters to a Vote of Security Holders.

 

On May 31, 2018, PennyMac Financial Services, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) in Westlake Village, California for the purpose of: (i) electing eleven  (11) director nominees to serve on the Board of Directors (the “Board”), each for a one-year term expiring at the 2019 Annual Meeting of Stockholders; (ii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018; (iii) approving, by non-binding vote, the Company’s executive compensation; and (iv) approving an amendment to the PennyMac Financial Services, Inc. 2013 Equity Incentive Plan, as amended.  As of the record date, 24,277,730 shares of Class A common stock were issued and outstanding, and 45 shares of Class B common stock were issued and held by owners of Class A units of Private National Mortgage Acceptance Company, LLC (“PNMAC”).  Each share of Class A common stock held on the record date entitled the holder to one vote on each proposal. Each share of Class B common stock held on the record date entitled the holder to a number of votes on each proposal equal to the number of Class A units of PNMAC held by such holder on the record date.  The total number of eligible votes as of the record date was 76,821,655, of which 73,514,688 votes, or 95.69%, were present in person or by proxy.

 

Proposal 1:    The election of eleven  (11) director nominees to serve on the Board, each for a one-year term expiring at the 2019 Annual Meeting of Stockholders.

 

 

 

 

 

 

 

 

 

 

Trustee

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

Stanford L. Kurland

 

70,158,473

 

117,748

 

435,215

 

2,803,252

David A. Spector

 

70,159,099

 

116,922

 

435,415

 

2,803,252

Anne D. McCallion

 

70,081,888

 

194,932

 

434,616

 

2,803,252

Matthew Botein

 

67,931,528

 

2,344,900

 

435,008

 

2,803,252

James K. Hunt

 

68,431,985

 

1,844,443

 

435,008

 

2,803,252

Patrick Kinsella

 

70,189,583

 

86,845

 

435,008

 

2,803,252

Joseph Mazzella

 

70,164,524

 

111,304

 

435,608

 

2,803,252

Farhad Nanji

 

67,993,265

 

2,282,348

 

435,823

 

2,803,252

Theodore W. Tozer

 

70,228,688

 

47,340

 

435,408

 

2,803,252

Mark Wiedman

 

69,648,802

 

627,626

 

435,008

 

2,803,252

Emily Youssouf

 

70,186,813

 

89,215

 

435,408

 

2,803,252

 

All director nominees were elected. 

 


 

Proposal 2:    Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2018.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

72,951,127

 

128,441

 

435,120

 

0

 

 

 

Proposal 3:    Approval, by non-binding vote, of the Company’s executive compensation.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

56,597,721

 

13,653,046

 

460,669

 

2,803,252

 

 

 

Proposal 4:    Approval of an amendment to the PennyMac Financial Services, Inc. 2013 Equity Incentive Plan, as amended.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

56,421,006

 

13,830,145

 

460,285

 

2,803,252

 

 

Further information regarding these proposals is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 17, 2018.

 

 

 

 


 

 

 

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.

 

 

 

 

 

 

PENNYMAC FINANCIAL SERVICES, INC.

 

 

 

 

 

 

Dated:  June 6, 2018

/s/ Andrew S. Chang

 

Andrew S. Chang

Senior Managing Director and Chief Financial Officer

 

 

 

 


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