As filed with the Securities and Exchange Commission on November 9, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Walker & Dunlop, Inc.
(Exact name of registrant as specified in its charter)
Maryland | 80-0629925 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
7272 Wisconsin Avenue
Suite 1300
Bethesda, MD 20814
(Address of Principal Executive Offices) (Zip Code)
WALKER & DUNLOP, INC. 2020 EQUITY INCENTIVE PLAN
(Full title of the plan)
William M. Walker
Chairman and Chief Executive Officer
Walker & Dunlop, Inc.
7272 Wisconsin Avenue
Suite 1300
Bethesda, MD 20814
(301) 215-5500
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
Copy to:
Julia A. Thompson
Latham & Watkins LLP
555 Eleventh Street N.W., Suite 1000
Washington, D.C. 20004
(202) 637-2200
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||
Emerging growth company | ¨ |
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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
Walker & Dunlop, Inc. (the “Company”) is filing this Registration Statement to register an additional 1,000,000 shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), for issuance pursuant to the Walker & Dunlop, Inc. 2020 Equity Incentive Plan (the “Plan”), which have accumulated in the Plan as a result of forfeitures due to the failure to achieve service- or performance-based vesting conditions.
Pursuant to General Instruction E to Form S-8, the contents of the earlier registration statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on May 14, 2020 (File No. 333-238259), June 4, 2015 (File No. 333-204722), August 30, 2012 (File No. 333-183635) and December 16, 2010 (File No. 333-171205) are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. |
The following documents filed by the Company with the Commission are hereby incorporated by reference in this Registration Statement:
• | the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on February 23, 2023, including the information specifically incorporated by reference into the Company’s Annual Report on Form 10-K from the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 17, 2023; |
• | the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023, June 30, 2023 and September 30, 2023, filed with the Commission on May 4, 2023, August 3, 2023 and November 9, 2023, respectively; |
• | the Company’s Current Reports on Form 8-K, filed with the Commission on January 4, 2023, January 18, 2023, February 10, 2023, April 13, 2023, May 9, 2023, July 11, 2023 and September 15, 2023; and |
• | the description of the Company’s Common Stock contained in the Company’s Registration Statement on Form S-3, filed with the Commission on October 4, 2012, including any subsequently filed amendments and reports updating such description. |
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date hereof (excluding any documents or portions of such documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K and any exhibits included with such Items), and prior to the filing of a post-effective amendment that indicates that all the securities offered hereby have been sold or that deregisters the securities offered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference in this Registration Statement will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. | Exhibits. |
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 9th day of November, 2023.
Walker & Dunlop, Inc. | ||
BY | /s/ William M. Walker | |
William M. Walker | ||
Chairman and Chief Executive Officer |
POWER OF ATTORNEY
We, the undersigned directors and officers of Walker & Dunlop, Inc., a Maryland corporation, do hereby constitute and appoint Gregory A. Florkowski, Executive Vice President and Chief Financial Officer, and Richard M. Lucas, the Executive Vice President, General Counsel and Secretary, and each and either of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things in our names and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents may deem necessary or advisable to enable said corporation to comply with the Securities Act and any rules, regulations and requirements of the Commission, in connection with this registration statement, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto; and we hereby ratify and confirm all that said attorneys and agents, or either of them, shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
/s/ William M. Walker | Chairman and Chief Executive Officer (Principal Executive Officer) | November 9, 2023 | ||
William M. Walker | ||||
/s/ Howard W. Smith, III | President and Director | November 9, 2023 | ||
Howard W. Smith, III | ||||
/s/ Ellen D. Levy | Director | November 9, 2023 | ||
Ellen D. Levy | ||||
/s/ Michael D. Malone | Director | November 9, 2023 | ||
Michael D. Malone | ||||
/s/ John Rice | Director | November 9, 2023 | ||
John Rice | ||||
/s/ Dana L. Schmaltz | Director | November 9, 2023 | ||
Dana L. Schmaltz | ||||
/s/ Michael J. Warren | Director | November 9, 2023 | ||
Michael J. Warren | ||||
/s/ Donna C. Wells | Director | November 9, 2023 | ||
Donna C. Wells | ||||
/s/ Gregory A. Florkowski | Executive Vice President and Chief Financial Officer (Principal Financial | November 9, 2023 | ||
Gregory A. Florkowski | ||||
Officer and Principal Accounting Officer) |