Form 8-K PHH CORP For: Jun 09

 

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): June 9, 2016

 

PHH CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

3000 Leadenhall Road

Mt. Laurel, New Jersey 08054

(Address of Principal Executive Offices)  (Zip Code)

 

(856) 917-1744

(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:

 

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.

 

At the 2016 Annual Meeting of Stockholders of PHH Corporation (“PHH” or the “Company”) held on Thursday, June 9, 2016, at 10:00 a.m., local time (the “2016 Annual Meeting”), stockholders holding 50,523,929 shares of the Company’s common stock, par value $0.01 per share, were present, in person or by proxy, representing approximately 94.4% of the 53,517,260 shares of the Company’s common stock that were issued and outstanding as of March 31, 2016, the record date for the 2016 Annual Meeting.

 

At the 2016 Annual Meeting, the Company’s stockholders (i) elected Ms. Jane D. Carlin, Mr. James O. Egan, Mr. Thomas P. Gibbons, Mr. Glen A. Messina, Mr. Charles P. Pizzi, Ms. Deborah M. Reif and Mr. Carroll R. Wetzel, Jr., as directors, each to serve until the 2017 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or until their earlier death, retirement or resignation (the “Director Election Proposal”), (ii) ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 (the “Ratification of Auditors Proposal”), and (iii) approved the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K (the “Say on Pay Proposal”).

 

Votes cast at the 2016 Annual Meeting were as follows:

 

		FOR		WITHHELD		AGAINST		ABSTAIN		BROKER NON-VOTES
Director Election Proposal
Jane D. Carlin		46,110,204		180,634		—		—		4,233,091
James O. Egan		45,350,736		940,102		—		—		4,233,091
Thomas P. Gibbons		41,653,317		4,637,521		—		—		4,233,091
Glen A. Messina		46,110,830		180,008		—		—		4,233,091
Charles P. Pizzi		45,351,445		939,393		—		—		4,233,091
Deborah M. Reif		45,352,302		938,536		—		—		4,233,091
Carroll R. Wetzel, Jr.		45,349,986		940,852		—		—		4,233,091
Ratification of Auditors Proposal		50,251,196		—		235,916		36,817		—
Say on Pay Proposal		32,401,401		—		13,522,045		367,392		4,233,091

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 10, 2016
	PHH CORPORATION
	By:	/s/ William F. Brown
	Name:	William F. Brown
	Title:	Senior Vice President, General Counsel and Secretary

 

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