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 23, 2017
(Exact Name of Registrant as Specified in Charter)
| Michigan | 1-16577 | 38-3150651 | ||
(State or Other Jurisdiction of Incorporation | (Commission File Number) | (IRS 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 (see General Instruction A.2. below):
| 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 23, 2017 (the "Annual Meeting"). A total of 54,406,198 shares of common stock were represented in person or by proxy, for 95.37 percent of the 57,043,565 shares of common stock outstanding on March 27, 2017, the record date. The final voting results of the four 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 | ||||||||
| Alessandro P. DiNello | 51,385,107 | 185,660 | 41,087 | 2,794,344 | ||||||||
| Jay J. Hansen | 51,438,255 | 133,254 | 40,345 | 2,794,344 | ||||||||
| John D. Lewis | 46,912,203 | 4,659,491 | 40,160 | 2,794,344 | ||||||||
| David J. Matlin | 39,892,115 | 11,679,579 | 40,160 | 2,794,344 | ||||||||
| Bruce E. Nyberg | 51,147,358 | 424,336 | 40,160 | 2,794,344 | ||||||||
| James A. Ovenden | 51,459,830 | 111,850 | 40,174 | 2,794,344 | ||||||||
| Peter Schoels | 39,915,034 | 11,656,655 | 40,165 | 2,794,344 | ||||||||
| David L. Treadwell | 51,461,227 | 110,708 | 39,919 | 2,794,344 | ||||||||
| Jennifer R. Whip | 51,494,113 | 76,812 | 40,929 | 2,794,344 | ||||||||
| (ii) | to ratify the appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accountants for the year ending December 31, 2017. |
| For | Against | Abstain | Broker Non-Vote | |||||||
| 54,366,220 | 35,725 | 4,253 | — | |||||||
| (iii) | to adopt an advisory (non-binding) resolution to approve named executive officer compensation. |
| For | Against | Abstain | Broker Non-Vote | |||||||
| 38,631,445 | 12,868,971 | 111,438 | 2,794,344 | |||||||
| (iv) | to increase the number of authorized shares of common stock. |
| For | Against | Abstain | Broker Non-Vote | |||||||
| 50,979,013 | 568,278 | 64,563 | 2,794,344 | |||||||
| (v) | to approve the Flagstar Bancorp, Inc. Employee Stock Purchase Plan. |
| For | Against | Abstain | Broker Non-Vote | |||||||
| 51,484,496 | 26,255 | 101,103 | 2,794,344 | |||||||
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 24, 2017 | By: | /s/ James K. Ciroli | ||||
| James K. Ciroli | ||||||
| Executive Vice President and Chief Financial Officer | ||||||