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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): June 20, 2019
 
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))
 
 
[ ]
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 12(a) of the Exchange Act.







Item 7.01
Regulation FD
On June 20, 2019, HomeStreet, Inc. (the "Company") issued a press release on the results of the 2019 Annual Shareholder Meeting . A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report, including the press release furnished as Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information provided herein shall instead be deemed “furnished.”
Item 9.01
Financial Statements and Exhibits
(d) Exhibits.






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: June 20, 2019

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


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HomeStreet Announces Preliminary Results from Annual Meeting
The Company’s Nominees Had Received More than 79% of Votes Cast Prior to Withdrawal of Roaring Blue Lion’s Remaining Candidate
All of the Company’s Proposals Approved By Shareholders
Shareholders Rejected Roaring Blue Lion’s Proposal to Separate the Chairman and CEO Roles
SEATTLE - (June 20, 2019) - The Board of Directors (the “Board”) of HomeStreet, Inc. (Nasdaq: HMST) (the “Company” or “HomeStreet”), the parent company of HomeStreet Bank, today announced that, based on the preliminary vote count at the Company's 2019 Annual Meeting reviewed by its proxy solicitor, all three of the Company’s director nominees, Sandra A. Cavanaugh, Mark K. Mason and Donald R. Voss, have been elected to the Company’s Board of Directors. Roaring Blue Lion withdrew the candidacy of its director candidate Ronald Tanemura immediately prior to the meeting. The Company’s candidates had received proxies for more than 79% of votes cast prior to the withdrawal. The preliminary vote count also indicates that shareholders have rejected Roaring Blue Lion’s non-binding proposal to separate the Chairman and CEO roles.
Mark K. Mason, HomeStreet's Chairman of the Board, President, and Chief Executive Officer, said, “First and foremost, we would like to thank our shareholders for their support at this year’s Annual Meeting. The Board and management team appreciate the trust that has been placed in us. We are also pleased that all three leading proxy advisory firms, Institutional Shareholder Services Inc. (ISS), Glass, Lewis & Co and Egan-Jones Proxy Services, previously recommended that investors support HomeStreet’s director candidates.”
“Over the course of the past year, we believe that we have greatly benefited from our ongoing engagement and dialogue with our shareholders. As we have consistently said, we believe that we have a strong, independent Board that is making significant progress executing against our strategy of transforming HomeStreet into a leading West Coast regional commercial bank. Moving forward, we will be well-positioned to continue delivering on this strategy, which is already producing positive results for our shareholders.
According to the preliminary voting results, shareholders approved all other proposals put forth by the Company at HomeStreet’s 2019 Annual Meeting, including the approval on an advisory basis of the compensation of HomeStreet’s named executive officers; the ratification on an advisory basis of the appointment of our independent auditors for 2019; the ratification of the Company’s exclusive forum bylaw; the approval of an amendment to the Company’s charter to declassify the Board of Directors; and the approval of an amendment to the charter to eliminate the supermajority shareholder vote requirements to approve major corporate changes.
The Company will file the final voting results, as tabulated by the independent Inspector of Elections, on a Form 8-K with the Securities and Exchange Commission.
Keefe, Bruyette & Woods, Inc., A Stifel Company, is serving as financial advisor to HomeStreet. Sidley Austin LLP is serving as legal advisor to HomeStreet.
About HomeStreet, Inc.





HomeStreet, Inc. (Nasdaq: HMST) (the “Company”) is a diversified financial services company headquartered in Seattle, Washington, serving consumers and businesses in the Western United States and Hawaii through its various operating subsidiaries. The Company’s primary business is community banking, including: commercial real estate lending, commercial lending, residential construction lending, single family residential lending, retail banking, private banking, investment, and insurance services. Its principal subsidiaries are HomeStreet Bank and HomeStreet Capital Corporation. Certain information about our business can be found on our investor relations web site, located at http://ir.homestreet.com.
Forward-Looking Statements
This release, as well as other information provided from time to time by the Company or its employees, may contain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Forward-looking statements give the Company's current beliefs, expectations and intentions regarding future events. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” and similar expressions (including the negative of these terms). These forward-looking statements involve risks, uncertainties (some of which are beyond the Company's control) and assumptions. Although we believe that expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. The Company intends these forward-looking statements to speak only at the time of this release and the Company does not undertake to update or revise these statements as more information becomes available, except as required under federal securities laws and the rules and regulations of the SEC. Please refer to the risk factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and subsequent periodic and current reports filed with the SEC (each of which can be found at the SEC’s website www.sec.gov), as well as other factors described from time to time in the Company’s filings with the SEC. Any forward-looking statement made by the Company in this release speaks only as of the date on which it is made.
Contacts:
Investor Relations:
Gerhard Erdelji, 206-515-4039
gerhard.erdelji@homestreet.com

Or

Okapi Partners LLC
Bruce H. Goldfarb/Pat McHugh, (877)566-1922
info@okapipartners.com

Media Relations:
Sloane & Company
Dan Zacchei/Joe Germani, 212-486-9500
Dzacchei@sloanepr.com / Jgermani@sloanepr.com




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