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Section 1: 8-K (8-K)

 

 

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 24, 2018

 

PennyMac Financial Services, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-35916

 

80-0882793

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

3043 Townsgate Road
Westlake Village, California

 

91361

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (818) 224-7442

 

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:

 

o          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o          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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company o

 

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. o

 

 

 


 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

Stockholder Approval of the Reorganization Transaction

 

On October 24, 2018, PennyMac Financial Services, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) in Westlake Village, California at which Class A and Class B common stockholders of record as of the close of business on September 7, 2018 (the “Record Date”) were entitled to vote.  The purpose of the Special Meeting was to approve the Reorganization Proposal and Adjournment Proposal, as described in the joint proxy statement and prospectus dated September 18, 2018 and furnished to stockholders for the Special Meeting.

 

As of the Record Date, approximately 25.2 million shares of Class A common stock, 45 shares of Class B common stock and 77.5 million Class A units of Private National Mortgage Acceptance Company, LLC (“PNMAC”) were outstanding.  As of the Record Date, each holder of Class A units of PNMAC, other than the Company, held one share of Class B common stock.  As of the Record Date and for the Special Meeting, each holder of Class A common stock was entitled to one vote per share of Class A common stock held by them and each holder of Class B common stock was entitled to a number of votes that was equal to the aggregate number of Class A units of PNMAC held by such holder, without regard to the number of shares of Class B common stock held by them.  At the Special Meeting, holders of Class A common stock and Class B common stock voted together as a single class and the total number of eligible votes was 77,454,925, of which 70,042,403 votes, or 90.42%, were present in person or by proxy and constituted a quorum.

 

The final results for each of the matters submitted to a vote at the Special Meeting were as follows:

 

Reorganization Proposal: The proposal to adopt and approve a Contribution Agreement and Plan of Merger, as amended from time to time, that will create a new holding company above the Company and simplify its overall corporate structure was approved by stockholders (representing at least a majority of the voting power of all the issued and outstanding shares of common stock of the Company):

 

 

For

 

Against

 

Abstain

69,908,684

 

45,430

 

88,289

 

Adjournment Proposal: The proposal to approve, if necessary or appropriate, the adjournment of the Special Meeting, including to solicit additional proxies in favor of the Reorganization Proposal, was approved by stockholders (representing at least a majority of the votes cast at the Special Meeting, with a quorum being present):

 

 

For

 

Against

 

Abstain

65,612,576

 

4,423,530

 

6,297

 

Adjournment of the Special Meeting was not necessary because the Reorganization Proposal was approved.

 

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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.

 

Date: October 25, 2018

PENNYMAC FINANCIAL SERVICES, INC.

 

 

 

 

By:

/s/ Andrew S. Chang

 

 

Andrew S. Chang

 

 

Senior Managing Director and
Chief Financial Officer

 

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