Form 8-K PennyMac Financial Servi For: May 30

June 5, 2019 4:35 PM

 

 

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 30, 2019

 

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))

 

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

 

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. ☐

 

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

 

On May 30, 2019,  PennyMac Financial Services, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) in Westlake Village, California 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 2020 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, 2019; 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 78,317,843, of which 75,942,298 votes, or 96.96%, 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 2020 Annual Meeting of Stockholders.

 

 

 

 

 

 

 

 

 

 

Trustee

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

Stanford L. Kurland

 

70,794,628

 

294,772

 

162,353

 

4,690,545

David A. Spector

 

70,795,045

 

294,355

 

162,353

 

4,690,545

Anne D. McCallion

 

70,660,964

 

427,732

 

163,057

 

4,690,545

Matthew Botein

 

59,906,137

 

11,182,554

 

163,062

 

4,690,545

James K. Hunt

 

60,090,832

 

10,997,218

 

163,703

 

4,690,545

Patrick Kinsella

 

71,037,942

 

50,754

 

163,057

 

4,690,545

Joseph Mazzella

 

71,022,326

 

65,724

 

163,703

 

4,690,545

Farhad Nanji

 

60,090,018

 

10,998,678

 

163,057

 

4,690,545

Jeffrey A. Perlowitz

 

71,076,983

 

11,067

 

163,703

 

4,690,545

Theodore W. Tozer

 

71,037,937

 

50,754

 

163,062

 

4,690,545

Emily Youssouf

 

71,037,109

 

51,507

 

163,137

 

4,690,545

 

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, 2019.

 

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

75,712,454

 

69,603

 

160,241

 

0

 

 

 

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

 

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

55,030,817

 

15,830,374

 

390,562

 

4,690,545

 

 

 

 

Further information regarding these proposals is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 17, 2019.

 

 

 

 

 

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:  June 5,  2019

/s/ Andrew S. Chang

 

Andrew S. Chang

Senior Managing Director and Chief Financial Officer

 

 

 

 

Categories

SEC Filings