Current Report Filing (8-k)
May 10 2022 - 4:35PM
Edgar (US Regulatory)
0001497770
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0001497770
2022-05-05
2022-05-05
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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):
May 5, 2022
Walker &
Dunlop, Inc.
(Exact name of registrant as specified in its charter)
Maryland |
|
001-35000 |
|
80-0629925 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
7272 Wisconsin Avenue
Suite 1300
Bethesda, MD |
|
20814 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (301) 215-5500
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 |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.01 per share |
|
WD |
|
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 5, 2022, the Company held its 2022 Annual Meeting of Stockholders
(“Annual Meeting”). The following are the matters voted upon at the Annual Meeting and the final results of the votes on such
matters:
1. Election of directors for
a one-year term expiring at the 2023 Annual Meeting of Stockholders:
|
|
|
|
|
|
Broker |
|
|
|
Votes For |
|
Votes Withheld |
|
Non-votes |
|
Ellen D. Levy |
|
25,603,892 |
|
296,989 |
|
2,887,571 |
|
Michael D. Malone |
|
25,776,230 |
|
124,651 |
|
2,887,571 |
|
John Rice |
|
24,924,589 |
|
976,292 |
|
2,887,571 |
|
Dana L. Schmaltz |
|
25,551,834 |
|
349,047 |
|
2,887,571 |
|
Howard W. Smith, III |
|
25,687,812 |
|
213,069 |
|
2,887,571 |
|
William M. Walker |
|
25,339,728 |
|
561,153 |
|
2,887,571 |
|
Michael J. Warren |
|
25,778,752 |
|
122,129 |
|
2,887,571 |
|
Donna C. Wells |
|
25,775,341 |
|
125,540 |
|
2,887,571 |
|
2. Ratification of the appointment of KPMG LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2022:
|
|
|
|
|
|
Broker |
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Non-votes |
|
27,971,244 |
|
776,307 |
|
40,901 |
|
— |
|
3. Advisory resolution to approve executive compensation:
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker
Non-votes |
|
25,661,045 |
|
183,524 |
|
56,312 |
|
2,887,571 |
|
4. Advisory vote on
the frequency of holding advisory votes on executive compensation.
1 Year |
|
2 Years |
|
3 Years |
|
Abstentions |
|
|
Broker
Non-votes |
|
22,801,525 |
|
207,261 |
|
2,826,359 |
|
65,736 |
|
|
2,887,571 |
|
In accordance with Item 5.07(d) of Form 8-K, the Company
now reports that, after considering the outcome of this advisory vote, the Board of Directors of the Company has determined that the
Company will hold an advisory vote on executive compensation every year until the next advisory vote on frequency, which advisory vote
on frequency will be held no later than the Company’s annual meeting of stockholders in 2028.
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.
|
WALKER & DUNLOP, INC.
(Registrant) |
|
|
|
Date: May 10, 2022 |
By: |
/s/ Richard M. Lucas |
|
|
Name: |
Richard M. Lucas |
|
|
Title: |
Executive Vice President, General Counsel & Secretary |
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