Annual Meeting Form 8K 2013.08.20


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):  August 20, 2013
 
(Exact name of registrant as specified in its charter)
 
Michigan
1-16577
38-3150651
(State or other jurisdiction of
incorporation)
(Commission File
Number)
(I.R.S. Employer
Identification No.)
5151 Corporate Drive, Troy, Michigan
48098
(Address of principal executive offices)
(Zip Code)
 
(248) 312-2000
(Registrant’s 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:
 
¨
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))
 
 
 





Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of Flagstar Bancorp, Inc. (the "Company") was held on August 20, 2013 (the "Annual Meeting"). A total of 51,282,411 shares of common stock were represented in person or by proxy, for 91.4 percent of the 56,083,291 shares of common stock outstanding on July 11, 2013, the record date. The final voting results of the five proposals presented to the Company’s stockholders at the Annual Meeting were as follows:

(i)
the election of the nine director nominees:
Name
 
For
 
Against
 
Abstain
 
Broker Non-Vote
Walter Carter
 
44,612,826

 
1,068,238

 
33,184

 
5,568,163

Alessandro DiNello
 
45,478,752

 
203,516

 
33,184

 
5,568,163

Jay J. Hansen
 
44,941,244

 
739,884

 
33,120

 
5,568,163

John D. Lewis
 
45,493,298

 
185,216

 
35,734

 
5,568,163

David J. Matlin
 
43,310,523

 
2,368,011

 
35,714

 
5,568,163

James A. Ovenden
 
45,494,446

 
186,693

 
33,109

 
5,568,163

Peter Schoels
 
43,301,900

 
2,379,342

 
33,006

 
5,568,163

Michael J. Shonka
 
45,369,081

 
311,551

 
33,616

 
5,568,163

David L. Treadwell
 
41,610,029

 
4,070,466

 
33,753

 
5,568,163


(ii)
to approve on an advisory (non-binding) resolution to approve named executive officer compensation;
For
 
Against
 
Abstain
 
Broker Non-Vote
43,392,643

 
2,285,445

 
36,160

 
5,568,163


(iii)
to select, on an advisory (non-binding) basis, the frequency of future advisory votes on named executive officer compensation;
Every One Year
 
Every Two Years
 
Every Three Years
 
Abstain
 
Broker Non-Vote
43,738,915

 
126,526

 
1,778,174

 
70,633

 
—


(iv)
to reapprove the performance criteria set forth in the Flagstar Bancorp, Inc. 2006 Equity Incentive Plan, as amended to date; and
For
 
Against
 
Abstain
 
Broker Non-Vote
43,536,057

 
2,140,919

 
37,272

 
5,568,163


(v)
to ratify the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accountants for the year ending December 31, 2013.
For
 
Against
 
Abstain
 
Broker Non-Vote
50,954,782

 
175,801

 
151,828

 
—











 
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.

 
 
 
 
FLAGSTAR BANCORP, INC.
 
 
 
 
 
 
 
 
 
Dated: August 22, 2013
 
 
By
/s/ Paul D. Borja
 
 
 
 
 
 
Paul D. Borja
 
 
 
 
 
 
 
Executive Vice-President and Chief Financial Officer