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 29, 2014
 
(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:
 
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 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of Flagstar Bancorp, Inc. (the "Company") was held on May 29, 2014 (the "Annual Meeting"). A total of 52,119,192 shares of common stock were represented in person or by proxy, for 92.7 percent of the 56,221,056 shares of common stock outstanding on March 31, 2014, the record date. The final voting results of the three proposals presented to the Company’s stockholders at the Annual Meeting were as follows:

(i)
the election of the seven director nominees:
Name
 
For
 
Against
 
Abstain
 
Broker Non-Vote
Alessandro DiNello
 
46,796,565

 
613,491

 
17,035

 
4,692,101

Jay J. Hansen
 
46,911,684

 
497,922

 
17,485

 
4,692,101

John D. Lewis
 
46,835,498

 
575,007

 
16,586

 
4,692,101

David J. Matlin
 
42,265,447

 
5,143,991

 
17,653

 
4,692,101

James A. Ovenden
 
46,914,733

 
494,735

 
17,623

 
4,692,101

Peter Schoels
 
42,265,087

 
5,144,176

 
17,828

 
4,692,101

David L. Treadwell
 
46,915,508

 
494,929

 
16,654

 
4,692,101


(ii)
to approve on an advisory (non-binding) resolution to approve named executive officer compensation:
For
 
Against
 
Abstain
 
Broker Non-Vote
46,996,526

 
156,612

 
273,953

 
4,692,101


(iii)
to ratify the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accountants for the year ending December 31, 2014.
For
 
Against
 
Abstain
 
Broker Non-Vote
51,952,630

 
93,321

 
73,241

 












 
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: June 3, 2014
 
 
By
/s/ Paul D. Borja
 
 
 
 
 
 
Paul D. Borja
 
 
 
 
 
 
 
Executive Vice-President and Chief Financial Officer