UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x | |||
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Filed by a Party other than the Registrant o | |||
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Check the appropriate box: | |||
o | Preliminary Proxy Statement | ||
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
o | Definitive Proxy Statement | ||
x | Definitive Additional Materials | ||
o | Soliciting Material under §240.14a-12 | ||
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WALKER & DUNLOP, INC. | |||
(Name of Registrant as Specified In Its Charter) | |||
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |||
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Payment of Filing Fee (Check the appropriate box): | |||
x | No fee required. | ||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
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| (4) | Proposed maximum aggregate value of transaction: | |
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o | Fee paid previously with preliminary materials. | ||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||
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AN IMPORTANT REMINDER TO SUBMIT YOUR PROXY TO VOTE
AT OUR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 14, 2020
WALKER & DUNLOP, INC. BOARD OF DIRECTORS RECOMMENDS STOCKHOLDERS
VOTE “FOR” PROPOSAL 4 TO APPROVE THE 2020 EQUITY INCENTIVE PLAN
The following disclosure supplements the Supplemental Proxy Materials (the “Supplemental Materials”) filed by Walker & Dunlop, Inc. (the “Company”) with the Securities and Exchange Commission on May 4, 2020 and made available to stockholders of the Company in connection with the solicitation of proxies for the Company’s Annual Meeting of Stockholders to be held on May 14, 2020.
The Supplemental Materials disclosed the Company’s average burn rate of 1.9% from 2017 through 2019. The following table summarizes the annual burn rates for fiscal years 2017, 2018, and 2019 and the three-year average burn rate:
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| 2017 |
| 2018 |
| 2019 |
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Options |
| 112,731 |
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| — |
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Restricted Stock |
| 308,272 |
| 369,285 |
| 401,800 |
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Matching Award Under Management Stock Purchase Plan |
| 25,700 |
| 22,606 |
| 29,490 |
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Performance Share Plan (at Target Share Amount) |
| 161,312 |
| 161,906 |
| 150,943 |
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Total Equity Awards |
| 608,015 |
| 553,797 |
| 582,233 |
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Basic Weighted Average Shares Outstanding |
| 30,176,000 |
| 30,202,000 |
| 29,913,000 |
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Burn Rate(1) |
| 2.0 | % | 1.8 | % | 1.9 | % |
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Three-Year Average |
| 1.9 | % |
(1) Burn rate is equal to total equity awards divided by basic weighted average shares outstanding.
In calculating burn rate, we do not apply a multiplier or similar adjustment to full value equity awards. We believe that the application of such an adjustment in calculating the Company’s burn rate is inappropriate because the Company ceased awarding options following 2017.
Please read the complete proxy statement and accompanying materials carefully before you make a voting decision. Even if voting instructions for your proxy have already been given, you can change your vote at any time before the annual meeting by giving new voting instructions as described in more detail in the proxy statement.
If you have any questions or need assistance in submitting your proxy to vote your shares, please call our proxy solicitor, MacKenzie Partners, Inc., at (800) 322-2885 or proxy@mackenziepartners.com.