Current Report Filing (8-k)
May 23 2017 - 6:09AM
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): May 17, 2017
Walter Investment Management Corp.
(Exact Name of Registrant as Specified in Charter)
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Maryland
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001-13417
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13-3950486
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1100 Virginia Drive, Suite 100
Fort Washington, PA
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19034
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants Telephone Number, Including Area Code: (844) 714-8603
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 (
see
General Instruction A.2. below):
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Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) On May 17, 2017, Walter Investment Management Corp. (the Company) held
its Annual Meeting of Stockholders (the Annual Meeting) at which the Companys stockholders approved, among other things, the Walter Investment Management Corp. 2017 Omnibus Incentive Plan (the 2017 Plan) which had
previously been approved by the Board of Directors of the Company (the Board), subject to stockholder approval. The results of the stockholder vote on the 2017 Plan are set forth below under Item 5.07 of this Current Report on Form
8-K.
The material terms of the 2017 Plan are described in the Companys definitive proxy statement for the Annual Meeting filed with the Securities
Exchange Commission on April 5, 2017 (the Proxy Statement) under Proposal No. 4 Approval of the Walter Investment Management Corp. 2017 Omnibus Incentive PlanDescription of the 2017 Omnibus Incentive
Plan, which description is incorporated herein by reference as Exhibit 99.1 to this Current Report on Form 8-K. Such description is qualified in its entirety by reference to the text of the 2017 Plan, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on May 17, 2017. For more information on the following proposals submitted to a vote of stockholders at the Annual
Meeting, see the Proxy Statement. The final results for each of such proposals are as follows:
Proposal 1 Election of Directors.
Stockholders elected the eight director nominees listed below to serve as members of the Board of Directors of the Company until the next annual meeting of
stockholders, or until such directors earlier death, resignation or removal. The voting results for each nominee were as follows:
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Director
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For
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Against
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Abstain
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Broker Non-Votes
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George M. Awad
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27,162,210
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307,240
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139,032
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6,495,024
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Daniel G. Beltzman
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24,265,923
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3,204,432
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138,127
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6,495,024
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Michael M. Bhaskaran
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27,200,657
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268,727
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139,098
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6,495,024
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Alvaro G. de Molina
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24,704,587
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2,765,637
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138,258
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6,495,024
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Neal P. Goldman
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27,000,943
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468,507
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139,032
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6,495,024
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William J. Meurer
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27,035,625
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434,824
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138,033
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6,495,024
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Vadim Perelman
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24,655,271
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2,814,478
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138,733
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6,495,024
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Anthony N. Renzi
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27,161,392
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148,648
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298,442
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6,495,024
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Proposal 2 Advisory Vote on 2016 Compensation of Named Executive Officers.
Stockholders approved, on a non-binding, advisory basis, the compensation of the Companys named executive officers for 2016. The voting results were as
follows:
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For
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Against
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Abstain
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Broker Non-Votes
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23,899,110
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3,569,035
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140,337
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6,495,024
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Proposal 3 Advisory Vote on the Frequency of Submission of Executive Compensation Advisory Vote.
Stockholders approved, on a non-binding, advisory basis, that an advisory vote on the compensation of the Companys named executive officers
should be submitted to stockholders every 1 year. The voting results were as follows:
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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27,345,996
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12,356
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106,240
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143,890
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6,495,024
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Proposal 4 Approval of the Walter Investment Management Corp. 2017 Omnibus Incentive Plan.
Stockholders approved the 2017 Plan. The voting results were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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23,904,053
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3,562,283
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142,146
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6,495,024
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Proposal 5 Ratification of Appointment of the Independent Registered Public Accounting Firm.
Stockholders ratified the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for 2017. The voting
results were as follows:
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For
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Against
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Abstain
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33,628,934
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338,682
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135,890
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Additionally, after reviewing the voting results of Proposal No. 3 described above, the Board of Directors has determined
that the Company will continue to hold an advisory shareholder vote on the compensation of its named executive officers every 1 year.
Item 9.01.
Financial Statements and Exhibits.
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Exhibit No.
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Description
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10.1
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Walter Investment Management Corp. 2017 Omnibus Incentive Plan.
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99.1
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The section of the Proxy Statement entitled Proposal No. 4 Approval of the Walter Investment Management Corp. 2017 Omnibus Incentive PlanDescription of the 2017 Omnibus Incentive Plan is incorporated herein
by reference from the Proxy Statement.
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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.
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WALTER INVESTMENT MANAGEMENT CORP.
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Date: May 23, 2017
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By:
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/s/ John J. Haas
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John J. Haas, General Counsel, Chief Legal Officer and Secretary
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EXHIBIT INDEX
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Exhibit
No.
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Description
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10.1
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Walter Investment Management Corp. 2017 Omnibus Incentive Plan.
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99.1
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The section of the Proxy Statement entitled Proposal No. 4 Approval of the Walter Investment Management Corp. 2017 Omnibus Incentive PlanDescription of the 2017 Omnibus Incentive Plan is incorporated herein
by reference from the Proxy Statement.
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