8-K
Velocity Financial, Inc. (VEL)
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): May 19, 2021
Velocity Financial, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-39183 | 46-0659719 |
|---|---|---|
| (State or Other Jurisdiction<br><br><br>of Incorporation) | (Commission<br><br><br>File Number) | (IRS Employer<br><br><br>Identification No.) |
| 30699 Russell Ranch Road, Suite 295<br><br><br>Westlake Village, California | 91362 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (818) 532-3700
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 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<br><br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $0.01 per share | VEL | The 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 (§ 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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
We held our Annual Meeting of Shareholders on May 19, 2021 to allow our stockholders to vote on the following proposals:
Proposal 1: Election of Directors.
All of our Directors were re-elected and received the following votes:
| Number of Votes | ||||||||
|---|---|---|---|---|---|---|---|---|
| For | Against | Abstain | Broker Non-Votes | |||||
| Dorika M. Beckett | 26,158,994 | 56,165 | 237 | 428,858 | ||||
| Christopher D. Farrar | 26,165,509 | 49,577 | 310 | 428,858 | ||||
| Alan H. Mantel | 26,118,407 | 96,651 | 338 | 428,858 | ||||
| John P. Pitstick | 26,159,281 | 55,777 | 338 | 428,858 | ||||
| John A. Pless | 25,820,142 | 394,916 | 338 | 428,858 | ||||
| Joy L. Schaefer | 26,127,435 | 87,724 | 237 | 428,858 | ||||
| Michael W. Chiao | 26,118,581 | 96,482 | 333 | 428,858 |
Proposal 2: Vote on the Frequency of Future Advisory Votes on Executive Compensation.
Our shareholders voted as noted below, on an advisory basis, to hold our vote on executive compensation every year. Our Board of Directors, the Compensation Committee of our Board and our executive officers intend to allow our shareholder to vote on executive compensation ever year.
| Number of Votes | ||
|---|---|---|
| Every Year | 26,176,085 | |
| Every Two Years | 6,810 | |
| Every Three Years | 25,832 | |
| Abstain | 6,669 |
Proposal 3: The approval of our named executive officers' compensation on an advisory basis, including the following resolution:
Resolved, that the compensation paid to the Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosure is approved.
Our shareholders voted as noted below and approved the resolution and our 2020 executive compensation.
| Number of Votes | ||
|---|---|---|
| For | 23,356,736 | |
| Against | 837,716 | |
| Abstain | 2,020,944 | |
| Broker Non-Votes | 428,858 |
Proposal 4. The ratification of KPMG LLP as our independent auditor for 2021.
Our shareholders ratified KPMG LLP as our independent auditor for 2021 with the following votes:
| Number of Votes | ||
|---|---|---|
| For | 26,606,336 | |
| Against | 30,892 | |
| Abstain | 7,026 |
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 thereunto duly authorized.
| Velocity Financial, Inc. | ||
|---|---|---|
| May 21, 2021 | /s/ Roland T. Kelly | |
| Roland T. Kelly | ||
| Chief Legal Officer, General Counsel and Corporate Secretary |
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