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): December 21, 2020
Flagstar Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
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| 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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Securities registered pursuant to Section 12(b) of the Exchange Act:
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| Title of each class | | Trading symbol | | Name of each exchange on which registered |
| Common stock | | FBC | | New York Stock Exchange |
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On December 21, 2020, Flagstar Bancorp, Inc. (the "Company") announced it had appointed Toan Huynh and Lori Jordan to its Board of Directors (the "Board"), keeping a promise made in July to further diversify its Board by adding women of color. For further information concerning Ms. Huynh and Ms. Jordan, see the press release dated December 21, 2020, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The Board determined that Ms. Huynh and Ms. Jordan are independent under the director independence standards established by the New York Stock Exchange. Ms. Huynh and Ms. Jordan will receive compensation in accordance with the Company's non-employee director compensation program described in Flagstar's 2020 Proxy Statement filed with the U.S. Securities and Exchange Commission on April 21, 2020.
There are no arrangements or understandings between Ms. Huynh or Ms. Jordan and any other persons pursuant to which Ms. Huynh or Ms. Jordan were selected as directors. Furthermore, Ms. Huynh and Ms. Jordan do not have any related party transactions with the Company that would require disclosure under Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | | Description | |
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| 99.1 | |
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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.
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| | | FLAGSTAR BANCORP, INC. |
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| Dated: December 21, 2020 | | | By: | | /s/ James K. Ciroli |
| | | | | James K. Ciroli |
| | | | | Executive Vice President and Chief Financial Officer |
Exhibit Index
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| Exhibit No. | | Description | |
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| 99.1 | | |
