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Section 1: 8-K (8-K)

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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): December 21, 2020
 
406412747_fbc-20201221_g1.jpg 
Flagstar Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
Michigan 1-16577 38-3150651
(State or Other Jurisdiction
of Incorporation		 (Commission File Number) (IRS Employer
Identification No.)
5151 Corporate Drive,Troy,Michigan  48098
(Address of principal executive offices)  (Zip code)
(248) 312-2000
(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 (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
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. ☐

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading symbolName of each exchange on which registered
Common stockFBCNew York Stock Exchange



Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 21, 2020, Flagstar Bancorp, Inc. (the "Company") announced it had appointed Toan Huynh and Lori Jordan to its Board of Directors (the "Board"), keeping a promise made in July to further diversify its Board by adding women of color. For further information concerning Ms. Huynh and Ms. Jordan, see the press release dated December 21, 2020, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The Board determined that Ms. Huynh and Ms. Jordan are independent under the director independence standards established by the New York Stock Exchange. Ms. Huynh and Ms. Jordan will receive compensation in accordance with the Company's non-employee director compensation program described in Flagstar's 2020 Proxy Statement filed with the U.S. Securities and Exchange Commission on April 21, 2020.

There are no arrangements or understandings between Ms. Huynh or Ms. Jordan and any other persons pursuant to which Ms. Huynh or Ms. Jordan were selected as directors. Furthermore, Ms. Huynh and Ms. Jordan do not have any related party transactions with the Company that would require disclosure under Item 404(a) of Regulation S-K.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.  Description
99.1





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.
 FLAGSTAR BANCORP, INC.
Dated: December 21, 2020  By: /s/    James K. Ciroli
   James K. Ciroli
   Executive Vice President and Chief Financial Officer



Exhibit Index
 
Exhibit No.  Description
99.1

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Section 2: EX-99.1 (EX-99.1)

flagstarpressreleasedate
For Immediate Release Contact: Susan E. Bergesen Corporate Communications (248) 312-6237 Susan.Bergesen@flagstar.com Flagstar Names Toan Huynh and Lori Jordan to Board of Directors New directors bring fintech experience, fresh perspectives TROY, Mich., Dec. 21, 2020—Flagstar Bancorp announces the appointment of Toan Huynh and Lori Jordan to its board of directors, keeping a promise made in July to further diversify its board by adding women of color. Both will also serve on the board of Flagstar Bank, the wholly owned subsidiary of the corporation. Huynh is an independent director of Bankers Financial Corporation and a seasoned cloud and digital leader with over 20 years’ experience in various industries designing and implementing digital transformation programs. Jordan is currently with Amazon.com, Inc. where she is strategic product leader for the Amazon Flex Last Mile and Last Mile organizations. “I couldn’t be more pleased than to welcome Toan and Lori to our boards,” said Alessandro DiNello, president and chief executive officer of Flagstar. “Both are exceptional leaders who are standouts in the many fields where they operate. Both have experience with fintechs, cloud platforms, eCommerce, and other technologies that are rapidly transforming the banking and mortgage businesses. I’m confident that the skill sets they bring will prove invaluable as we position Flagstar for continued success.” In her role at Bankers Financial, Huynh chairs the compensation committee and is a member of the audit, compliance, and executive committee, and the enterprise risk committee. She is an active investor and advisor to high-growth technology and software-as-a-service companies. Previously, she served as entrepreneur-in-residence at Citi Ventures and as the U.S.-based partner of Information Venture Partners, where she helped spearhead investments in financial services technologies, including fintechs, banking-as-a-service, and payments. She also was an independent director for Phillips Edison, Inc., III, serving as a member of the audit and compliance committee. She is a long-time supporter of women in technology, venture investing, and finance. During her career of more than 25 years, Jordan spent seven years at Microsoft Corporation, ultimately serving as director of strategy and business development for the Azure core platform, machine learning, and artificial intelligence. She also launched two early stage venture funds, held key positions with companies engaged in eCommerce, co-founded a boutique merger and acquisition advisory firm, led product planning and marketing for a $3 billion-company, and articulated and executed on strategic visions for numerous companies. Along the way, she built

 
a reputation as a results-oriented leader, strategist, and advisor with an impressive track record of success. About Flagstar Flagstar Bancorp, Inc. (NYSE: FBC) is a $29.5 billion savings and loan holding company headquartered in Troy, Mich. Flagstar Bank, FSB, provides commercial, small business, and consumer banking services through 160 branches in Michigan, Indiana, California, Wisconsin and Ohio. It also provides home loans through a wholesale network of brokers and correspondents in all 50 states, as well as 87 retail locations in 29 states, representing the combined retail branches of Flagstar and its Opes Advisors mortgage division. Flagstar is a leading national originator and servicer of mortgage and other consumer loans, handling payments and record keeping for $227.4 billion of loans representing slightly over 1.1 million borrowers. For more information, please visit flagstar.com. ###

 
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