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): June 7, 2023
UWM Holdings Corporation
(Exact Name of Registrant as Specified in Charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-39189 | | 82-2124167 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification Number) |
| | | | | | | | | | | |
| | | |
| 585 South Boulevard E. | | |
| Pontiac, | Michigan | | 48341 |
| (Address of principal executive offices) | | (Zip Code) |
(800) 981-8898
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report) Not Applicable
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:
| | | | | | | | |
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading
Symbol(s) | | Name of each exchange
on which registered |
| Class A Common Stock, par value $0.0001 per share | | UWMC | | New York Stock Exchange |
| Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | | UWMCWS | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 7, 2023, UWM Holdings Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the (i) election of three director nominees (Proposal 1), (ii) ratification of the selection of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (Proposal 2) and (iii) approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 3). The results of the votes are set forth below.
Proposal 1—Election of Directors
The stockholders voted in favor of the election of the following director nominees as Class II directors to hold office until the Company’s 2026 Annual Meeting of Stockholders and the due election and qualification of their respective successors, or such nominee’s earlier death, removal or resignation.
| | | | | | | | | | | |
| Number of Votes |
| For | Withheld | Broker Non-Votes |
| Jeffrey A. Ishbia | 359,696,220 | 6,170,324 | 43,286,602 |
| Laura Lawson | 359,883,127 | 5,983,417 | 43,286,602 |
| Isiah Thomas | 356,632,142 | 9,234,402 | 43,286,602 |
Proposal 2—Ratification of Selection of Independent Registered Public Accounting Firm
The stockholders approved the ratification of the selection of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
| | | | | | | | |
| Number of Votes |
| For | Against | Abstain |
| 408,403,482 | 417,745 | 331,919 |
Proposal 3— Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers
The stockholders approved, on an advisory basis, of the compensation of our named executive officers.
| | | | | | | | | | | |
| Number of Votes |
| For | Against | Abstain | Broker Non-Vote |
| 363,963,185 | 1,630,353 | 273,006 | 43,286,602 |
SIGNATURES
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.
| | | | | |
| UWM HOLDINGS CORPORATION |
| |
| By: | /s/ Andrew Hubacker |
| Name: | Andrew Hubacker |
| Title: | Executive Vice President, Chief Financial Officer and Chief Accounting Officer |
Date: June 8, 2023
