SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 2012
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
5151 Corporate Drive, Troy, Michigan
(Address of principal executive offices)
(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:
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 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of Flagstar Bancorp, Inc. (the “Company”) was held on September 24, 2012 (the “Annual Meeting”). A total of 520,821,008 shares of common stock were represented in person or by proxy, for 93.3% of the 557,993,063 shares of common stock outstanding on August 14, 2012, the record date. The results of the four proposals presented to the Company’s stockholders at the Annual Meeting were as follows:
(i) elected the nine director nominees:
Joseph P. Campanelli
Jay J. Hansen
David J. Matlin
James A. Ovenden
Michael J. Shonka
David L. Treadwell
Mr. Schoels was elected by stockholders subject to receipt of non-objection from the Board of Governors of the Federal Reserve System.
(ii) granted to the board of directors discretionary authority to approve an amendment to the Company’s amended and restated articles of incorporation to effect a reverse stock split of the Company's authorized, issued and outstanding common stock at any time prior to October 24, 2012, at an exchange ratio of one for ten;
(iii) ratified the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accountants for the year ending December 31, 2012; and
(iv) approved, by a non-binding advisory vote, the Company’s executive compensation.
Item 8.01 Other Events
On September 25, 2012, the Company issued a press release announcing the results of the Annual Meeting and the proposed timing of the reverse stock split. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) The following exhibits are being furnished herewith:
Exhibit No. Exhibit Description
99.1 Press release of Flagstar Bancorp, Inc. dated September 25, 2012
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: September 27, 2012
/s/ Paul D. Borja
Paul D. Borja
Executive Vice-President and Chief Financial Officer