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Section 1: 8-K (8-K)

wmih-8k_20170601.htm

 

 

 

 

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): June 1, 2017

 

WMIH Corp.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

001-14667

91-1653725

(State or other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

FIFTH AVENUE PLAZA

800 FIFTH AVENUE, SUITE 4100

SEATTLE, WASHINGTON

 

98104

(Address of Principal Executive Offices)

 

(Zip Code)

(206) 922-2957

(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 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.

 

 

(a)

On June 1, 2017, WMIH Corp. held its annual meeting of stockholders.

 

 

(b)

At the annual meeting, stockholders approved each of the following matters, with the final vote tabulations on each matter as set forth below. Of the 483,113,096 votes entitled to be cast at the meeting, 415,962,434 votes (or approximately 86%) were voted in person or by proxy.

 

 

1.

To elect a board of directors consisting of nine members, each to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualified.

 

NOMINEE

  

VOTES
FOR

 

  

VOTES
WITHHELD

 

 

 

 

 

 

 

 

 

 

William C. Gallagher

 

326,195,923

 

 

 

10,605,545

 

 

Diane B. Glossman

 

325,937,710

 

 

 

10,863,758

 

 

Christopher J. Harrington

 

327,967,578

 

 

 

8,833,890

 

 

Tagar C. Olson

 

328,410,752

 

 

 

8,390,716

 

 

Michael J. Renoff

 

326,035,262,

 

 

 

10,766,206

 

 

Steven D. Scheiwe

 

326,039,710

 

 

 

10,761,758

 

 

Michael L. Willingham

 

283,315,884

 

 

 

53,485,584

 

 

 

There were 79,160,966 broker non-votes with respect to the election of directors.

 

 

2.

To ratify the appointment of BPM LLP, as WMIH Corp.’s independent registered public accounting firm for the fiscal year ending December 31, 2017.

 

MATTER

  

VOTES
FOR

 

  

VOTES
AGAINST

 

  

ABSTENTIONS

 

  

BROKER
NON-VOTES

 

Ratification of auditor appointment

  

406,071,558

 

 

 

 

8,478,793

 

 

1,412,083

 

 

 

-0-

 

  

 

 

3.

To approve, on an advisory basis, compensation of WMIH Corp.’s named executive officers.

 

MATTER

  

VOTES
FOR

 

  

VOTES
AGAINST

 

  

ABSTENTIONS

 

  

BROKER
NON-VOTES

 

Advisory vote on executive compensation

  

319,232,472

 

 

 

16,477,791

 

 

 

1,091,205

 

 

 

79,160,966

 

  

 

 

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SIGNATURES

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.

 

 

 

WMIH CORP.

 

 

(Registrant)

 

 

 

 

Date: June 6, 2017

 

By:

/s/ Charles Edward Smith

 

 

 

Name:   Charles Edward Smith

 

 

 

Title:   Executive Vice President

 

 

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