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 28, 2020

 

PennyMac Financial Services, Inc.

(formerly known as New PennyMac Financial Services, Inc.)

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

001-38727

83-1098934

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

 

 

 

3043 Townsgate Road, Westlake Village, California

91361

(Address of principal executive offices)

(Zip Code)

 

(818) 224‑7442

(Registrant’s telephone number, including area code)

 

Not Applicable

(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:

 

☐  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 of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

PFSI

New York Stock Exchange

 

 

Item 5.07    Submission of Matters to a Vote of Security Holders.

 

On May 28, 2020, PennyMac Financial Services, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) for the purpose of: (i) electing eleven  (11) director nominees to serve on the Board of Directors (the “Board”), each for a one-year term expiring at the 2021 Annual Meeting of Stockholders; (ii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; and (iii) approving, by non-binding vote, the Company’s executive compensation.  The total number of shares of common stock entitled to vote as of the record date was 79,190,245, of which 72,921,258 votes, or 92.08%, were present in person or by proxy.

 

Proposal 1:    The election of eleven  (11) director nominees to serve on the Board, each for a one-year term expiring at the 2021 Annual Meeting of Stockholders.

 

 

 

 

 

 

 

 

 

 

Trustee

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

Stanford L. Kurland

 

63,525,292

 

222,914

 

25,736

 

9,147,316

David A. Spector

 

63,616,616

 

130,281

 

27,045

 

9,147,316

Anne D. McCallion

 

63,620,827

 

128,101

 

25,014

 

9,147,316

Matthew Botein

 

53,544,022

 

10,202,628

 

27,292

 

9,147,316

James K. Hunt

 

53,411,503

 

10,334,804

 

27,635

 

9,147,316

Patrick Kinsella

 

63,615,945

 

130,723

 

27,274

 

9,147,316

Joseph Mazzella

 

63,392,838

 

353,657

 

27,447

 

9,147,316

Farhad Nanji

 

53,419,964

 

10,326,820

 

27,158

 

9,147,316

Jeffrey A. Perlowitz

 

63,616,710

 

129,586

 

27,646

 

9,147,316

Theodore W. Tozer

 

63,615,917

 

130,753

 

27,272

 

9,147,316

Emily Youssouf

 

63,618,628

 

128,946

 

26,368

 

9,147,316

 

All director nominees were elected. 

 

Proposal 2:    Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2020.

 

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

72,506,490

 

371,941

 

42,827

 

0

 

 

 

Proposal 3:    Approval, by non-binding vote, of the Company’s executive compensation.

 

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

41,946,552

 

21,786,009

 

41,381

 

9,147,316

 

 

 

 

 

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.

 

 

 

 

 

PENNYMAC FINANCIAL SERVICES, INC.

 

 

 

 

 

 

Dated:  May 29,  2020

/s/ Andrew S. Chang

 

Andrew S. Chang

Senior Managing Director and Chief Financial Officer