Annual Meeting 8-K Current Report 2015.05.28


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, 2015
 
 
(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 (see General Instruction A.2. below):
 
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 May 28, 2015 (the "Annual Meeting"). A total of 52,760,801 shares of common stock were represented in person or by proxy, for 93.5 percent of the 56,436,026 shares of common stock outstanding on March 31, 2015, the record date. The final voting results of the three proposals presented to the Company’s stockholders at the Annual Meeting were as follows:

(i)
the election of the eight director nominees:
Name
 
For
 
Against
 
Abstain
 
Broker Non-Vote
Alessandro DiNello
 
44,657,270

 
3,102,050

 
3,149

 
4,998,332

Jay J. Hansen
 
45,366,681

 
2,389,490

 
6,298

 
4,998,332

John D. Lewis
 
47,364,563

 
392,996

 
4,910

 
4,998,332

David J. Matlin
 
38,844,553

 
8,912,902

 
5,014

 
4,998,332

Bruce E. Nyberg
 
43,935,262

 
3,822,239

 
4,968

 
4,998,332

James A. Ovenden
 
45,675,570

 
2,080,798

 
6,101

 
4,998,332

Peter Schoels
 
41,995,799

 
5,760,454

 
6,216

 
4,998,332

David L. Treadwell
 
47,379,319

 
377,275

 
5,875

 
4,998,332


(ii)
to ratify the appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accountants for the year ending December 31, 2015.
For
 
Against
 
Abstain
 
Broker Non-Vote
52,630,205

 
114,908

 
15,688

 
—


(iii)
to approve on an advisory (non-binding) resolution to approve named executive officer compensation:
For
 
Against
 
Abstain
 
Broker Non-Vote
47,520,502

 
230,495

 
11,472

 
4,998,332










 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: May 29, 2015
 
 
 
By:
 
/s/    James K. Ciroli
 
 
 
 
 
 
James K. Ciroli
 
 
 
 
 
 
Executive Vice-President and Chief Financial Officer