Current Report Filing (8-k)
May 04 2015 - 09:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 28, 2015
WMI Holdings Corp.
(Exact Name of Registrant as Specified in Its Charter)
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Washington
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001-14667
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91-1653725
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(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.)
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1201 THIRD AVENUE, SUITE 3000
SEATTLE, WASHINGTON |
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98101 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(206) 432-8887
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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. |
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(a) |
On April 28, 2015, WMI Holdings Corp. held its annual meeting of shareholders. |
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(b) |
At the annual meeting, shareholders approved each of the following matters, with the final vote tabulations on each matter as set forth below. Of the 479,075,541 votes entitled to be cast at the meeting, 433,949,807
votes (or approximately 90.6%) were voted in person or by proxy. |
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1. |
To elect a board of directors consisting of seven members, each to serve until the next annual meeting of shareholders and until his or her successor is duly elected and qualified. |
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NOMINEE |
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VOTES FOR |
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VOTES WITHHELD |
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Michael Willingham |
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301,776,533 |
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59,460,507 |
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Eugene I. Davis |
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355,816,447 |
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5,420,593 |
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Diane B. Glossman |
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354,299,844 |
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6,937,196 |
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Timothy R. Graham |
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354,705,049 |
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6,531,991 |
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Mark E. Holliday |
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355,025,945 |
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6,211,095 |
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Michael J. Renoff |
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354,609,200 |
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6,627,840 |
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Steven D. Scheiwe |
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354,444,937 |
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6,792,103 |
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There were 72,938,367 broker non-votes with respect to the election of directors.
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2. |
To ratify the appointment of Burr Pilger Mayer, Inc., as WMI Holdings Corp.s independent registered public accounting firm for the fiscal year ending December 31, 2015. |
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MATTER |
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VOTES FOR |
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VOTES AGAINST |
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ABSTENTIONS |
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BROKER NON-VOTES |
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Ratification of auditor appointment |
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432,555,520 |
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636,764 |
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757,523 |
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0 |
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3. |
To approve the reincorporation of WMI Holdings Corp. from the State of Washington to the State of Delaware by merging WMI Holdings Corp. into a newly formed, wholly-owned Delaware subsidiary. |
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MATTER |
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VOTES FOR |
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VOTES AGAINST |
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ABSTENTIONS |
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BROKER NON-VOTES |
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Approval of reincorporation |
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360,749,290 |
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223,160 |
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38,990 |
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72,938,367 |
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4. |
To approve and ratify WMI Holdings Corp.s 2012 Long-Term Stock Incentive Plan, as amended. |
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MATTER |
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VOTES FOR |
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VOTES AGAINST |
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ABSTENTIONS |
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BROKER NON-VOTES |
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Approval of stock incentive plan |
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298,288,956 |
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4,293,551 |
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55,674,933 |
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75,692,367 |
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5. |
To approve, on an advisory basis, compensation of WMI Holdings Corp.s named executive officers. |
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MATTER |
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VOTES FOR |
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VOTES AGAINST |
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ABSTENTIONS |
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BROKER NON-VOTES |
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Advisory vote on executive compensation |
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300,951,940 |
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4,162,997 |
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55,883,503 |
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72,951,367 |
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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.
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WMI HOLDINGS CORP.
(Registrant) |
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Date: May 4, 2015 |
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By: |
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/s/ Charles Edward Smith |
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Name: Charles Edward Smith |
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Title: Interim Chief Executive Officer |
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