Attached files
| file | filename |
|---|---|
| EX-10.1 - EX-10.1 - FLAGSTAR BANCORP INC | k50422exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 17, 2011
Flagstar Bancorp, Inc.
(Exact name of registrant as specified in its charter)
| Michigan | 1-16577 | 38-3150651 | ||
| (State or other jurisdiction of | (Commission File | (I.R.S. Employer | ||
| incorporation) | Number) | 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)
(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:
o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officer; Election of Directors; Appointment of
Principal Officer; Compensatory Arrangements of Certain Officers
Amendment to the Company’s 2006 Equity Incentive Plan (the “2006 Plan”)
At the Annual Meeting of Stockholders on May 17, 2011 (the “Annual Meeting”), the stockholders of
Flagstar Bancorp, Inc. (the “Company”) approved the following amendments to the 2006 Plan:
(i) increase the total number of shares of the Company’s common stock available for awards under
the 2006 Plan by 15,000,000, from 7,726,828 shares to 22,726,828 shares; and
(ii) to increase the individual annual grant limit for options and stock appreciation rights to
5,000,000 shares from 500,000 shares and other awards to 5,000,000 shares from 1,000,000 shares,
and to increase the maximum number of incentive stock options available for issuance to
1,500,000 shares from 97,950 shares.
The Board
approved the amendments to the 2006 Plan on April 21, 2011, subject to stockholder
approval.
A description of the 2006 Plan is set forth in the Company’s Definitive Proxy Statement filed with
the Securities and Exchange Commission on April 25, 2011 in “ANNEX A — 2006 EQUITY INCENTIVE PLAN
INFORMATION.” The description of the 2006 Plan is qualified in its entirety by reference to the
full text of the 2006 Plan, 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.
At the Annual Meeting on May 17, 2011, a total of 532,557,661 shares of common stock was represented in person or
by proxy, or 96.2% of the 553,772,453 shares of common stock outstanding on April 1, 2011, the
record date. The results of the four proposals presented to the Company’s stockholders at the
Annual Meeting were as follows:
(i) elected the nine director nominees;
| Name | For | Withheld | Broker Non-Vote | |||||||||
Joseph P. Campanelli |
452,441,477 | 11,672,897 | 68,443,287 | |||||||||
Walter Carter |
452,252,707 | 11,861,667 | 68,443,287 | |||||||||
James D. Coleman |
454,213,437 | 9,900,937 | 68,443,287 | |||||||||
Gregory Eng |
441,699,941 | 22,414,433 | 68,443,287 | |||||||||
Jay J. Hansen |
461,824,386 | 2,289,988 | 68,443,287 | |||||||||
David J. Matlin |
441,797,009 | 22,317,365 | 68,443,287 | |||||||||
James A. Ovenden |
461,798,206 | 2,316,168 | 68,443,287 | |||||||||
Mark Patterson |
452,248,855 | 11,865,519 | 68,443,287 | |||||||||
David L. Treadwell |
461,809,956 | 2,304,418 | 68,443,287 | |||||||||
(ii) increased the maximum number of shares available for awards, the individual award limits
and the maximum number of incentive option shares available for issuance under the Company’s
2006 Equity Incentive Plan;
| For | Against | Abstain | Broker Non-Vote | |||||||||||||
| 453,977,183 | 9,863,054 | 274,136 | 68,443,288 | |||||||||||||
(iii) ratified the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent
registered public accountants for the year ending December 31, 2011; and
| For | Against | Abstain | Broker Non-Vote | |||||||||||||
| 529,542,763 | 2,046,948 | 967,950 | — | |||||||||||||
(iv) considered and approved an advisory (non-binding) proposal relating to the executive
pay-for-performance compensation employed by the Company.
| For | Against | Abstain | Broker Non-Vote | |||||||||||||
| 393,527,133 | 70,210,299 | 376,941 | 68,443,288 | |||||||||||||
Item 9.01 Financial Statements and Exhibits
(c) The following exhibits are being furnished herewith:
| Exhibit No. | Exhibit Description | |
10.1
|
2006 Equity Incentive Plan, as amended. |
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: May 18, 2011 | By: | /s/ Paul D. Borja | ||
| Paul D. Borja | ||||
| Executive Vice-President and Chief Financial Officer | ||||