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 19, 2014 (May 14, 2014)
Walter Investment Management Corp.
(Exact name of registrant as specified in its charter)
| Maryland | 001-13417 | 13-3950486 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
3000 Bayport Drive, Suite 1100
Tampa, Florida 33607
(813) 421-7605
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
(Former Name or Former Address, if Changed from 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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders (the “Annual Meeting”) of Walter Investment Management Corp. (the “Company”) was held on May 14, 2014. Three proposals described fully in the Company’s 2014 Proxy Statement filed with the Securities and Exchange Commission on April 7, 2014 (the “2014 Proxy Statement”) were presented for approval at the Annual Meeting. As of the record date, a total of 37,616,168 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting 35,257,427 shares of common stock were represented in person or by proxy, therefore a quorum was present.
The stockholders of the Company voted on the following matters:
Proposal 1 — Election of Directors
The following persons were nominated and elected to serve as Class I directors of the Company until the 2017 Annual Meeting of Stockholders – William J. Meurer, James L. Pappas and Michael T. Tokarz. The voting results for each nominee were as follows:
| Name | For | Withheld | Broker Non-Votes |
|||||||||
| William J. Meurer |
27,140,272 | 212,484 | 7,904,671 | |||||||||
| James L. Pappas |
27,138,773 | 213,983 | 7,904,671 | |||||||||
| Michael T. Tokarz |
26,719,850 | 632,906 | 7,904,671 | |||||||||
Proposal 2 — Advisory Vote on Executive Compensation
The proposal to approve, on an advisory basis, the executive compensation of the Company’s named executive officers, as disclosed in the 2014 Proxy Statement, received the following votes:
| Votes For | Against | Abstained | Broker Non-Votes | |||
| 27,033,838 | 119,505 | 199,413 | 7,904,671 | |||
Proposal 3 — The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014
The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm received the following votes.
| Votes For | Votes Against | Abstained | ||
| 35,224,095 | 20,752 | 12,580 | ||
Proposals 1 – 3 received the requisite numbers of votes for approval.
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.
| WALTER INVESTMENT MANAGEMENT CORP. | ||||||
| Date: May 19, 2014 | By: | /s/ Stuart Boyd | ||||
| Stuart Boyd, SVP Administration, CHRO and | ||||||
| Deputy General Counsel | ||||||