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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): September 4, 2024
PennyMac
Financial Services, Inc.
(Exact name of registrant as specified in
its charter)
| Delaware |
001-38727 |
83-1098934 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
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)
Former name or former address, if changed
since last report: N/A
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 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 (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 1.01
Entry into a Material Definitive Agreement.
On September 4, 2024, PennyMac Financial Services, Inc. (the “Company”) and HC Partners LLC entered into the Third
Amended and Restated Stockholder Agreement (the “Stockholder Agreement”) to increase the maximum number of directors to serve
on the Board from twelve to thirteen. The foregoing description of the Stockholder Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of the Stockholder Agreement, a copy of which is filed as Exhibit 10.1 hereto and is
incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election
of Directors. On September 4, 2024, the Board of Directors (the “Board”)
of the Company increased the authorized number of directors on the Board from twelve to thirteen directors and, in connection with such
increase, elected Sunil Chandra to the Board, effective on September 4, 2024. Mr. Chandra will serve until the Company’s
next annual meeting of stockholders or until his successor is duly elected and qualified or until his earlier death, resignation or removal.
Mr. Chandra will serve on the Nominating and Corporate Governance Committee
and the Risk Committee of the Company’s Board.
In consideration for his services
as a director of the Company, Mr. Chandra will be entitled to receive compensation on the same terms and in the same amounts as the
other independent directors. Accordingly, Mr. Chandra is expected to receive an annual base retainer of $92,500, as well as additional
annual committee retainers of $7,750 for serving on the Compensation Committee and $10,000 for serving on the Risk Committee. In connection
with his election to the Board, Mr. Chandra will receive a one-time equity grant of $157,500 in restricted stock units under the
Company’s 2022 Equity Incentive Plan (with such amount to be prorated based on days of service on the Board during the annual equity
award cycle) that vests in full on the first anniversary of the date of grant.
In
connection with his election, Mr. Chandra will enter into an indemnification agreement with the Company in the same form that the
Company has entered into with its other directors. There are no other arrangements or understandings pursuant to which Mr. Chandra,
on the one hand, and any other persons, on the other hand, was selected as a director. Mr. Chandra is not a party to any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K and has no family relationship with any director or executive
officer of the Company. A copy of the press release announcing the appointment of Mr. Sunil
is attached hereto as Exhibit 99.1.
Departure
of Directors or Certain Officers. On September 4, 2024, James K.
Hunt and Emily Youssouf each notified the Company that they plan to retire from the
Board effective December 31, 2024. Mr. Hunt currently serves on the Company’s Compensation Committee and Nominating and
Corporate Governance Committee. Ms. Youssouf currently serves on the Company’s Audit Committee and Finance Committee. Mr. Hunt
and Ms. Youssouf have each served on the Company’s Board since 2013. Neither Mr. Hunt’s
nor Ms. Youssouf’s notice to retire was due to any disagreement with the Company on any matter related to the Company’s
operations, policies or practices.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
In
connection with Mr. Chandra’s appointment to the Board, effective September 4,
2024, the Board amended Article II, Section 1 of the Company’s Amended and Restated Bylaws (the “Amendment”)
of the Company to increase the maximum number of directors to serve on the Board from twelve to thirteen.
The foregoing description of the Amendment does not
purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1
hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
* Filed herewith.
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.
| |
PENNYMAC FINANCIAL SERVICES, INC. |
| |
|
| Date: September 6, 2024 |
/s/ Daniel S. Perotti |
| |
Daniel S. Perotti |
| |
Senior Managing Director and Chief Financial Officer |
EXHIBIT 3.1
AMENDMENT TO
AMENDED AND RESTATED
BYLAWS
OF
PENNYMAC FINANCIAL SERVICES, INC.,
A Delaware corporation
The Amended and Restated Bylaws (the “Bylaws”)
of PennyMac Financial Services, Inc., a Delaware corporation, are hereby amended effective as of September 4, 2024 as follows:
1. The first sentence of Article II, Section 1
of the Bylaws is hereby amended and restated in its entirety as follows:
“Section 1. The
Board shall consist, subject to the certificate of incorporation of the Corporation and the Stockholder Agreements, of such number of
directors as shall from time to time be fixed exclusively by resolution adopted by affirmative vote of the majority of the Board, provided
that such number of directors shall not exceed thirteen (13).”
2. Except as set forth above,
the remaining provisions of the Bylaws shall not be amended hereby and shall remain in full force and effect.
Exhibit 10.1
THIRD AMENDED AND RESTATED STOCKHOLDER AGREEMENT
This THIRD AMENDED AND RESTATED STOCKHOLDER
AGREEMENT (this “Agreement”), dated as of September 4, 2024, is by and between PennyMac Financial Services, Inc.,
a Delaware corporation (the “Company”), and HC Partners LLC, a Delaware limited liability company (“HCP”).
WHEREAS, the Company and HCP are parties to the
Second Amended and Restated Stockholder Agreement, dated as of March 1, 2023 (the “Existing Agreement”);
WHEREAS, Section 11 of the Existing Agreement
provides that no amendment of the Existing Agreement will be effective against the Company or HCP (each, a “Required Party”)
unless such amendment is approved in writing by the party against whom such amendment is to be enforced;
WHEREAS, the Required Parties have agreed that
the Existing Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Agreement; and
WHEREAS, the Required Parties hereto wish to set
forth their relative rights and obligations with regard to the elections of the Company’s Board of Directors and certain other rights.
NOW, THEREFORE, the Required Parties to this Agreement
hereby agree that the Existing Agreement is amended and restated as follows:
§1. DEFINITIONS.
For all purposes of this Agreement, the following terms shall have the meanings set forth below:
“Affiliate” means, with respect
to HCP, (i) any person or entity (including trust(s)) directly or indirectly controlling, controlled by or under direct or indirect
common control with HCP, (ii) any person or entity (including trust(s)) who is or was a member or other owner of HCP and has received
a distribution of securities of the Company or its subsidiary from HCP, and (iii) each HCP Charitable Entity. For purposes of this
definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by”
and “under direct or indirect common control with”), as applied to any entity, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of that entity, whether through the ownership of voting securities,
by contract or otherwise.
“HCP Charitable Entity” means
each tax-exempt private foundation or public charity created by HCP or any of its Affiliates or principals, or with respect to which HCP
or any of its Affiliates or principals is a disqualified person, and each sponsoring organization which maintains a donor advised fund
which is separately identified by reference to contributions of HCP or any of its Affiliates or principals (as such terms are defined
in the Internal Revenue Code of 1986, as amended).
“Board” means the Board of Directors
of the Company.
“Nomination Date” means the
date that is (i) 60 calendar days prior to the scheduled date of the annual or special meeting at which the directors of the Company
are to be elected, or (ii) 30 calendar days prior to the date on which the initial solicitation of written consents in respect of
the election of directors of the Company is scheduled.
“Shares” means shares of Common
Stock of the Company held by HCP or its Affiliates.
“Voting Power” means the voting
power of all of the then-outstanding shares of Common Stock of the Company with respect to matters on which stockholders generally are
entitled to vote.
§2. BOARD
OF DIRECTORS; COMMITTEES.
2.1 Board
Nomination Rights. In any and all elections of directors of the Company (whether at a meeting or by written consent in lieu of a meeting),
HCP shall have the right to nominate for election to the Board (i) two individuals if HCP, together with its Affiliates, beneficially
holds Shares constituting 15% or more of the Voting Power as of the applicable Nomination Date and (ii) one individual if HCP, together
with its Affiliates, beneficially holds Shares constituting 10% or more of the Voting Power as of the applicable Nomination Date; provided,
however, that no Shares held or beneficially owned directly or indirectly by any entity that is an HCP Charitable Entity may or shall
be included when calculating such 15% and/or 10% thresholds.
2.2 Board
Nomination Procedures. To exercise its board nomination rights hereunder, HCP shall provide written notice to the Company no later
than the applicable Nomination Date of the individual(s) that it has a right to nominate hereunder, which notice shall also contain
all information with respect to each such individual that will be required to be included in the proxy statement to be circulated in respect
of the election of such individual, provided that if HCP fails to provide written notice of its nominees prior to the Nomination Date,
the directors nominated by HCP at the most recent election of directors of the Company shall be deemed nominated for purposes of this
Section 2.2 as long as they remain eligible pursuant to laws and regulations applicable to the Company, and are willing, to serve
as directors. Following the timely receipt of such written notice, the Company, provided that each such nominee is reasonably acceptable
to the Board (not including the vote of such nominee for this purpose), shall (i) include such individual(s) as nominee(s) in
the proxy statement and other proxy materials circulated with respect to the applicable election of directors, (ii) recommend in
such proxy statement and materials that the stockholders of the Company vote in favor of the election of such nominee(s) to the Board,
and (iii) otherwise use its best efforts to cause such nominee(s) to be elected to the Board.
2.3 Maximum
Number of Directors. At all times prior to the termination of this Agreement, the Company shall cause the Board to consist of no more
than 13 directors.
2.4 Committee
Nomination Rights. As long as HCP is entitled to nominate at least one individual for election to the Board and at least one HCP nominee
is serving as a director on the Board pursuant to this Agreement, each committee and subcommittee of the Board shall include one HCP designee
as shall be specified by HCP from time to time if HCP elects to have an HCP designee serve on such committee or subcommittee, provided
that such director is qualified to serve on such committee or subcommittee under the laws and regulations applicable to the Company, including,
without limitation, the independence requirements of the New York Stock Exchange and the Securities and Exchange Commission.
2.5 Certificate
of Incorporation and Bylaws Consistent. The Company shall use its best efforts to take or cause to be taken all lawful action necessary
or appropriate to ensure that at all times neither the Certificate of Incorporation nor the Bylaws of the Company, nor any of the corresponding
constituent documents of the Company’s subsidiaries contain any provisions inconsistent with the terms of this Agreement (including,
without limitation, this Section 2) or which would in any way nullify or impair the terms of this Agreement or the rights of HCP
hereunder. The Company shall not take or cause to be taken any action inconsistent with the terms of this Agreement (including without
limitation this Section 2) or the rights of HCP hereunder.
§3. CONSENT
RIGHTS.
3.1 Agreements
with Other Stockholders. In the event that the Company enters into or amends, modifies or waives (as distinct from a consent or approval
provided for therein) any provision of a stockholder agreement between the Company and any other stockholder that involves the grant of
rights to a stockholder that are superior, taking into account the impact of differences in levels of stockholding, regulatory status,
noncompetition provisions and other similar matters (the “Contractual Superior Rights”), to those belonging to HCP
under this Agreement, the Company shall offer HCP the opportunity to obtain such Contractual Superior Rights. The Company shall notify
HCP prior to the time such rights become effective and shall afford it the opportunity for at least 20 days to determine whether or not
it wishes to obtain such Contractual Superior Rights.
3.2 Charter
Amendments. The Certificate of Incorporation of the Company, as amended from time to time in accordance with this Agreement (the “Charter”)
shall not be amended in any manner that is adverse to HCP or its Affiliates without the prior written consent of HCP if HCP and its Affiliates
hold, at the time of such amendment or repeal, Shares constituting 5% or more of the Voting Power. Article IX of the Charter shall
not be amended or repealed, and no provision that is inconsistent with such Article IX shall be adopted, in any manner without the
prior written consent of HCP if HCP and its Affiliates hold any Shares at such time.
3.3 By-law
Amendments. The by-laws of the Company shall not be amended or repealed in any manner that is adverse to HCP or its Affiliates without
the prior written consent of HCP if HCP and its Affiliates hold, at the time of such amendment or repeal, Shares constituting 5% or more
of the Voting Power.
§4. RESERVED.
§5. AGGREGATION
OF AFFILIATES. Notwithstanding anything in this Agreement to the contrary, if voting power of shares of stock of the Company is held by
HCP and one or more of its Affiliates (excluding any HCP Charitable Entity), or by more than one Affiliate of HCP (excluding any HCP Charitable
Entity), then all nominations, consents and actions required or permitted to be given, made or taken by HCP pursuant to this Agreement
shall be given, made or taken by the parties holding a majority of such voting power held by HCP and its Affiliates (excluding any HCP
Charitable Entity). The Company and its officers shall be entitled to rely on any notice, consent, waiver or instructions executed by
either (i) such parties holding a majority of such voting power or (ii) by the HCP Designee if such designee certifies that
the requisite approval of such parties has been obtained, without inquiry and without requiring substantiating evidence of any kind. HCP
shall be the initial “HCP Designee.” The party acting as the HCP Designee may be changed by HCP by providing notice
of such change to the Company.
§6. SEVERABILITY.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in
any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this
Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never
been contained herein.
§7. ENTIRE
AGREEMENT. Except as otherwise expressly set forth herein, this document embodies the complete agreement and understanding among the Required
Parties hereto with respect to the subject matter hereof and thereof and supersedes and preempts any prior understandings, agreements
or representations by or among the Required Parties, written or oral, which may have related to the subject matter hereof in any way.
§8. SUCCESSORS
AND ASSIGNS. This Agreement will bind and inure to the benefit of and be enforceable by the Company and HCP and their respective successors
and permitted assigns.
§9. COUNTERPARTS.
This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute
one and the same agreement.
§10. NOTICES.
Any notice provided for in this Agreement will be in writing and will be deemed properly delivered if either personally delivered or sent
by overnight courier or mailed certified or registered mail, return receipt requested, postage prepaid to the recipient (a) if to
HCP, at HC Partners LLC, 59th Floor, John Hancock Tower, 200 Clarendon St., Boston MA 02116, Attention: Jonathon S. Jacobson
and Jennifer L. Stier, or at any other address provided by HCP and (b) if to the Company, at 3043 Townsgate Road, Westlake Village,
California 91361, Attention: Derek W. Stark, with a copy to Goodwin Procter LLP, 601 Marshall Street, Redwood City, California 94063,
Attention: Bradley C. Weber. Any such notice shall be effective (i) if delivered personally, when received, (ii) if sent by
overnight courier, when receipted for, and (iii) if mailed, 3 days after being mailed as described above.
§11. AMENDMENT
AND WAIVER. No modification, amendment or waiver of any provision of this Agreement will be effective against the Company or HCP unless
such modification, amendment or waiver is approved in writing by the party against whom such modification, amendment or waiver is to be
enforced. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such
provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance
with its terms.
§12. TERMINATION.
This Agreement will terminate at such time as HCP, together with its Affiliates, first fails to beneficially hold any equity securities
of the Company.
§13. GOVERNING
LAW. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE
OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
§14. DESCRIPTIVE
HEADINGS. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.
§15. CONSTRUCTION.
The language used in this Agreement will be deemed to be the language chosen by the Required Parties to express their mutual intent, and
no rule of strict construction will be applied against any party.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the Required Parties hereto
have executed this Third Amended and Restated Stockholder Agreement on the day and year first above written.
| |
PENNYMAC FINANCIAL SERVICES, INC. |
| |
|
| |
By: |
/s/ Derek W. Stark |
| |
Name: |
Derek W. Stark |
| |
Title: |
Senior Managing Director, Chief Legal Officer
and Secretary |
| |
|
| |
HC PARTNERS LLC |
| |
|
| |
By: |
/s/ Jennifer Stier |
| |
Name: |
Jennifer Stier |
| |
Title: |
Manager |
Exhibit 99.1
PennyMac Financial Services, Inc. Announces
Changes To Its Board of Directors
WESTLAKE VILLAGE, Calif. – September 6,
2024 – PennyMac Financial Services, Inc. (NYSE: PFSI) announced today that Sunil Chandra, a technology and financial
services expert, has joined its Board of Directors and that James Hunt and Emily Youssouf will retire effective December 31, 2024.
“I am extraordinarily grateful to both Jim and Emily for their
long service on our Board of Directors, and for their ongoing commitment to and passion for our business,” said Chairman and Chief
Executive Officer David Spector. “Both joined our Board more than 10 years ago, serving on multiple different committees and helping
to enable Pennymac’s significant growth and transformation into a leading mortgage company. Their invaluable guidance, expertise,
and institutional knowledge will be greatly missed and I would like to congratulate them both on their upcoming retirements.”
Mr. Spector continued, “As we begin this transition, we
are thrilled to welcome Sunil Chandra to our Board. His remarkable leadership experience in technology, financial services, and global
operations, combined with his innovative approach to business will bring a unique perspective to our Board. We are eager to see the significant
contributions he will make at Pennymac.”
Mr. Chandra’s distinguished career spans several leading
global organizations. He is the Founder and Chief Executive Officer of Dyme.Earth, a pioneering climate fintech company focused on reducing
carbon emissions through innovative business travel solutions. Previously, he served as Chief Executive Officer of OakNorth, where he
led its AI-powered credit platform managing over $17 billion in assets. Mr. Chandra also held the role of Vice President at Google,
where he played a crucial role in expanding the company’s global workforce. His earlier career includes serving as Chief Operating
Officer (Technology) at Barclays Capital and as Director of Administration for Southeast Asia and Greater China at McKinsey &
Co. Mr. Chandra holds a Bachelor of Engineering in Computer Engineering from the University of Wollongong, Australia, and an MBA
in Technology Management from APESMA, Sydney.
About PennyMac Financial Services, Inc.
PennyMac Financial Services, Inc. is a specialty financial services
firm focused on the production and servicing of U.S. mortgage loans and the management of investments related to the U.S. mortgage market.
Founded in 2008, the company is recognized as a leader in the U.S. residential mortgage industry and employs approximately 3,900 people
across the country. For the twelve months ended June 30, 2024, PennyMac Financial’s production of newly originated loans totaled
$101 billion in unpaid principal balance, making it a top lender in the nation. As of June 30, 2024, PennyMac Financial serviced
loans totaling $633 billion in unpaid principal balance, making it a top mortgage servicer in the nation. Additional information about
PennyMac Financial Services, Inc. is available at pfsi.pennymac.com.
| Media |
Investors |
| Lauren Padilla |
Kevin Chamberlain |
| mediarelations@pennymac.com
|
Isaac Garden |
| 805.225.8224 |
PFSI_IR@pennymac.com |
| |
818.224.7028 |
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Publisher SEC
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-Publisher SEC
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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