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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): October 22, 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 8.01
Other Events

    
On October 22, 2018, HomeStreet, Inc. (the "Company") sent a letter to Charles W. Griege, Jr. of Roaring Blue Lion Capital Management L.P. in response to a letter received by the Company from Mr. Griege on October 17, 2018 and included as an exhibit on a Form 13D/A filed by those parties and their affiliates as of the same date. A copy of the Company's letter is included as Exhibit 99.1 to this report and incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits
 
 
(d) Exhibits
Description






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.

Date: October 22, 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
395419661_letterheada20.jpg

Mark K. Mason
President & CEO
(206) 442-5380
[email protected]


October 22, 2018

Charles W. Griege, Jr.
Roaring Blue Lion Capital Management, L.P.
815 Preston Road, Suite 550
Dallas, TX 75225-6307

Dear Mr. Griege,
I received your letter of October 17, 2018 and I have provided a copy to the Board of Directors of HomeStreet, Inc. (the “Company”).
The Board was surprised by the statements you made regarding our engagement with Roaring Blue Lion Capital. Therefore we wanted to take the opportunity to correct those statements and to reiterate that we take engagement with all of our shareholders seriously.
The record clearly shows that we have not excluded you from reasonable access to our Board of Directors, our independent directors or our management team. In fact, since November of last year our Board and management have had a significant amount of interaction with Roaring Blue Lion Capital. In addition to publicly responding to many of your letters and other filings, we have had the following meetings with you since your initial 13D filing last year:
A meeting with the full Board of Directors on December 21, 2017
A meeting with the Human Resources and Corporate Governance Committee, our lead independent director and our CEO on January 8, 2018
A call with our investor relations and management team to discuss first quarter earnings on February 23, 2018
A call with our investor relations and management team on May 22, 2018
You were provided and you accepted the opportunity to directly address our shareholders and our Board at our Annual Meeting of Shareholders on May 24, 2018
A call with new directors Mark Patterson and Sandra Cavanaugh on June 7, 2018
A call with our investor relations and management team on June 22, 2018
A call with our investor relations and management team on July 12, 2018
We did receive and respond to Roaring Blue Lion Capital’s request for a meeting with Don Voss in August 2018 following his appointment to the position of lead independent director. Mr. Voss did provide a detailed written response to each of the five questions included in your request. He also offered the opportunity to schedule a follow-up call, which you subsequently accepted. Scheduling of this call is still pending given the substantial schedule of engagement calls Mr. Voss and other members of the Board have made and will make this season.

We are also in receipt of your request for a meeting with the Board of Directors following the release of our third quarter earnings, which is scheduled for next week. The Board of Directors will address your request at its next

395419661_footera09.jpg


regularly scheduled board meeting and will respond in accordance with our shareholder engagement practices and procedures.
Yours truly,
/s/ Mark K. Mason
Mark K. Mason
Chairman, President and CEO
HomeStreet, Inc.


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