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EX-99.1 - EX-99.1 - DITECH HOLDING Corp | d535353dex991.htm |
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): May 8, 2013 (May 3, 2013)
Walter Investment Management Corp.
(Exact name of registrant as specified in its charter)
Maryland | 001-13417 | 13-3950486 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
3000 Bayport Drive, Suite 1100
Tampa, Florida 33607
(813) 421-7605
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
(Former Name or Former Address, if Changed from 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:
¨ | 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)) |
Item 5.03(e). | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Annual Meeting of Stockholders (the Annual Meeting) of Walter Investment Management Corp. (the Company) was held on May 3, 2013. At the Annual Meeting the Companys stockholders approved a Proposal to make the following changes to the Companys 2011 Omnibus Incentive Plan to (a) increase the number of authorized shares by 2,265,000 shares, (b) provide flexibility in allocating shares among particular types of awards, and (c) allow for liberal share counting (a copy of the amended 2011 Omnibus Plan is attached as Exhibit 99.1 hereto)
Item 5.07. | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting nine proposals described fully in the Companys 2012 Proxy Statement and Proxy Supplement filed with the Securities and Exchange Commission on April 10, 2013 and April 26, 2013, respectively (the 2013 Proxy Statement) were presented for approval. As of the record date, a total of 36,887,287 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting 33,289,790 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 nine matters:
Proposal 1 Election of Directors
The following persons were nominated and elected to serve as Class I directors of the Company until the 2016 Annual Meeting of Stockholders Steven R. Berrard, Ellen L. Brown and Denmar J. Dixon. The voting results for each nominee were as follows:
Name |
For | Withheld | Broker Non-Votes |
|||||||||
Steven R. Berrard |
28,358,113 | 1,199,709 | 3,731,968 | |||||||||
Ellen L. Brown |
27,087,066 | 2,470,756 | 3,731,968 | |||||||||
Denmar J. Dixon |
28,026,326 | 1,531,496 | 3,731,968 |
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 2013 Proxy Statement, received the following votes:
Votes For |
Against |
Abstained |
Broker Non-Votes | |||
27,993,092 |
441,279 | 1,123,451 | 3,731,968 |
Proposal 3 Vote to amend and restate the Companys 2011 Omnibus Incentive Plan
The proposal to increase the number of authorized shares by 2,265,000 shares, to provide flexibility in allocating shares among particular types of awards, and to allow for liberal share counting (a copy of the amended 2011 Omnibus Plan is attached as Exhibit 99.1 hereto), received the following votes:
Votes For |
Against |
Abstained |
Broker Non-Votes | |||
21,676,114 |
7,823,266 | 58,442 | 3,731,968 |
Proposal 4 Vote to amend and restate the Companys Charter
The proposal to amend the Companys Charter to cause REIT related provisions to only apply if the Company should qualify as a REIT received the following votes:
Votes For |
Against |
Abstained |
Broker Non-Votes | |||
28,448,142 |
30,775 | 1,078,905 | 3,731,968 |
Proposal 5 Vote to make certain ministerial changes to the Companys Charter
The proposal to make certain ministerial changes to the Companys Charter received the following votes:
Votes For |
Against |
Abstained |
Broker Non-Votes | |||
28,445,501 |
27,997 | 1,084,324 | 3,731,968 |
Proposal 6 Vote to amend the Companys Charter to conform the Charter to subsequently adopted Articles Supplementary
The proposal to amend the Companys Charter to conform the Charter to subsequently adopted Articles Supplementary received the following votes:
Votes For |
Against |
Abstained |
Broker Non-Votes | |||
17,293,547 |
11,181,332 | 1,082,943 | 3,731,968 |
Proposal 7 Vote to Amend the Companys Charter to Revise Indemnification Provisions
The proposal to amend the Companys Charter to revise certain indemnification provisions to eliminate procedural impediments to the advancement of expenses and to clarify coverage received the following votes:
Votes For |
Against |
Abstained |
Broker Non-Votes | |||
31,910,895 |
290,336 | 1,088,559 | 3,731,968 |
Proposal 8 Vote to amend Articles Sixth, Seventh and Eighth
The proposal to incorporate provisions of the existing Articles Supplementary and to provide clarifications consistent with Maryland law to Articles Sixth, Seventh and Eighth received the following votes:
Votes For |
Against |
Abstained |
Broker Non-Votes | |||
28,461,369 |
16,413 | 1,080,040 | 3,731,968 |
Proposal 9 The ratification of the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2013
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 | ||
31,487,502 |
727,841 | 1,074,447 |
Proposals 1 5 and 7-9 received the requisite numbers of votes for approval. Proposal 6 did not receive the requisite number of votes for approval.
Exhibits
99.1 | Amended and Restate 2011 Omnibus Incentive Plan |
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 8, 2013 | By: | /s/ Stuart Boyd | ||||||
Stuart Boyd, Vice President, General Counsel and Secretary |