8-K
PennyMac Financial Services, Inc. (PFSI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934
Date of Report (Date of earliest eventreported): May 24, 2022
PennyMac
Financial Services, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38727 | 83-1098934 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 3043 Townsgate Road, Westlake Village, California | 91361 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(818) 224-7442
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement<br>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 of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.0001 par value | PFSI | New York Stock Exchange |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | |
| --- | --- |
On May 24, 2022, PennyMac Financial Services, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) for the purpose of: (i) electing eleven (11) director nominees to serve on the Board of Directors (the “Board”), each for a one-year term expiring at the 2023 Annual Meeting of Stockholders; (ii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; (iii) approving the Company’s 2022 Equity Incentive Plan; and (iv) approving, by non-binding vote, the Company’s executive compensation. The total number of shares of common stock entitled to vote as of the record date was 55,370,930, of which 50,414,522 votes, or 91.0%, were present in person or by proxy.
Proposal1: The election of eleven (11) director nominees to serve on the Board, each for a one-year term expiring at the 2023 Annual Meeting of Stockholders.
| Trustee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| David A. Spector | 43,483,441 | 615,320 | 3,300 | 6,312,461 |
| James K. Hunt | 40,723,296 | 3,374,121 | 4,644 | 6,312,461 |
| Jonathon S. Jacobson | 43,897,689 | 199,730 | 4,642 | 6,312,461 |
| Patrick Kinsella | 44,063,319 | 34,099 | 4,643 | 6,312,461 |
| Anne D. McCallion | 44,064,836 | 34,410 | 2,815 | 6,312,461 |
| Joseph Mazzella | 43,897,442 | 199,977 | 4,642 | 6,312,461 |
| Farhad Nanji | 41,251,583 | 2,845,921 | 4,557 | 6,312,461 |
| Jeffrey A. Perlowitz | 41,295,590 | 2,801,757 | 4,714 | 6,312,461 |
| Lisa M. Shalett | 43,902,366 | 195,081 | 4,614 | 6,312,461 |
| Theodore W. Tozer | 44,062,971 | 34,347 | 4,743 | 6,312,461 |
| Emily Youssouf | 44,062,662 | 34,807 | 4,592 | 6,312,461 |
All director nominees were elected.
Proposal2: Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2022.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 50,241,891 | 164,068 | 8,563 | 0 |
Proposal3: Approval of the Company’s 2022 Equity Incentive Plan.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 25,655,571 | 18,438,960 | 7,530 | 6,312,461 |
Proposal4: Approval, by non-binding vote, of the Company’s executive compensation.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 43,512,536 | 578,870 | 10,655 | 6,312,461 |
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.
| PENNYMAC FINANCIAL SERVICES, INC. | |
|---|---|
| Dated: May 25, 2022 | /s/ Daniel S. Perotti |
| Daniel S. Perotti<br><br> <br>Senior Managing Director and Chief Financial Officer |