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EX-10.2 - EXHIBIT 10.2 - DITECH HOLDING Corp | c17359exv10w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2011 (May 10, 2011)
Walter Investment Management Corp.
(Exact name of registrant as specified in its charter)
Maryland | 001-13417 | 13-3950486 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
3000 Bayport Drive, Suite 1100 Tampa, Florida |
33607 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (813) 421-7605
(Former name or former address, if changed since last report.)
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)) |
Item 5.02(e). Compensatory Arrangements of Certain Officers
The annual meeting of stockholders (the Annual Meeting) of Walter Investment Management
Corp. (the Company) was held on May l0, 2011. At the meeting, Company stockholders approved the
amendment and replacement of the Companys 2009 Long-Term Incentive Award Plan (the 2009 Plan)
with the 2011 Omnibus Incentive Plan (the 2011 Plan). The 2011 Plan amends and restates the 2009
Plan to, amongst other things, (a) expand the opportunities for equity awards to non-employee
directors from solely stock options to other forms of equity, including restricted stock and
restricted stock units, (b) increase the number of authorized shares of Common Stock reserved for
issuance under the plan by 3,550,000, and (c) extend the term of the 2009 Plan to May 10, 2021.
The 2011 Plan is described in detail and attached in full to the Companys Proxy Statement filed
with the Securities and Exchange Commission on April 12, 2011 (the 2011 Proxy Statement).
At a meeting held subsequent to the Annual Meeting, the Companys Board of Directors awarded
non-qualified options under the 2011 Plan to purchase common stock of the Company to certain
executive officers of the Company as set forth below.
Company Executive | Number of Options | |||
Mark OBrien |
231,567 | |||
Charles Cauthen |
155,613 | |||
Denmar Dixon |
148,203 | |||
Kimberly Perez |
74,102 | |||
Stuart Boyd |
55,576 | |||
Delio Pulido |
25,936 |
The options were granted at an exercise price of $17.61, being the average of the high and the
low selling prices of the Companys stock on the date of the grant. The options vest one third per
year over the three year period following the date of the grant and have a termination date of May
10, 2021. The terms and conditions of the awards were set forth in award agreements (Award
Agreements) which provide, amongst other things, that unvested options will vest in the event of
death, Disability, Retirement (other than for OBrien), Constructive Termination or a Change of
Control (all capitalized terms being defined in the Award Agreements), but are otherwise subject to
forfeiture. The Award Agreements also provide restrictions on transfer of the awards and
adjustment in the event of a change in the capitalization of the Company. No rights as a stock
holder are conveyed by the grants unless and until such time as the purchase price for the options
has been paid. The foregoing description is qualified in its entirety by the form of the Award
Agreement under the 2011 Plan, filed as Exhibit 10.2 hereto which is incorporated herein by
reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
Five proposals described fully in the 2011 Proxy Statement were presented for approval at the Annual Meeting. As
of the record date, there was a total of 25,801,900 shares of common stock outstanding and entitled
to vote at the Annual Meeting. At the Annual Meeting 22,629,005 shares of common stock were
represented in person or by proxy, therefore a quorum was present.
The stockholders of the Company voted on the following five matters:
Proposal 1 Election of Directors
There were two Class II director positions up for election. The following persons were nominated
and elected to serve as directors of the Company until the 2014 Annual Meeting of Stockholders;
William Meurer and Michael Tokarz. The voting results for each nominee were as follows:
Name | For | Withheld | Broker Non-Votes | |||||||||
William Meurer |
12,382,331 | 992,736 | 9,253,938 | |||||||||
Michael Tokarz |
10,076,578 | 3,298,489 | 9,253,938 |
Proposal 2 Advisory Vote on Executive Compensation
The proposal to approve, on an advisory basis, the executive compensation of the Companys named
executive officers, as disclosed in the 2011 Proxy Statement, received the following votes:
Votes For | Against | Abstained | Broker Non-Votes | |||
12,346,034
|
954,391 | 74,642 | 9,253,938 |
Proposal 3 Advisory Vote on the Frequency of Advisory Votes on Executive Compensation
The proposal to approve, on an advisory basis, the frequency with which stockholders will be
provided an advisory vote on executive compensation received the following votes:
Every Year | Every Two Years | Every Three Years | Abstained | Broker Non-Votes | ||||
11,593,347 | 79,843 | 1,644,855 | 57,022 | 9,253,938 |
Proposal 4 Amendment and Replacement of the Companys 2009 Long-Term Incentive Award Plan with
the 2011 Omnibus Incentive Plan
The proposal to approve the amendment and replacement of the Companys 2009 Long-Term Incentive
Award Plan with the 2011 Omnibus Incentive Plan, as disclosed in the Proxy Statement, received
the following votes:
Votes For | Votes Against | Abstained | Broker Non-Votes | |||
8,126,570 | 5,161,484 | 87,013 | 9,253,938 |
Proposal 5 The ratification of the appointment of Ernst & Young LLP as the Companys
independent registered public accounting firm for the fiscal year ending December 31, 2011
The proposal to ratify the appointment of Ernst & Young LLP as the Companys independent
registered public accounting firm received the following votes.
Votes For | Votes Against | Abstained | ||
22,341,199 | 175,745 | 112,061 |
Item 9.01 Exhibits
(d) Exhibits
Exhibit No. | Note | Description | ||||
10.1
|
(1 | ) | Walter Investment Management Corp. 2011 Omnibus Incentive Plan | |||
10.2
|
(2 | ) | Form of Award Agreement under the Walter Investment Management Corp. 2011 Omnibus Incentive Plan. |
Notes | ||
(1) | Incorporated by reference to Registrants 2011 Definitive Proxy Statement as filed with the Securities and Exchange Commission on May 12, 2011 | |
(2) | Filed herewith |
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.
WALTER INVESTMENT MANAGEMENT CORP. |
||||
Date: May 16, 2011 | By: | /s/ Stuart Boyd | ||
Stuart Boyd, Vice President, | ||||
General Counsel and Secretary | ||||