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 17, 2024
Velocity Financial, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-39183 | 46-0659719 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 30699 Russell Ranch Road, Suite 295<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)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br> <br>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 17, 2024 to allow our stockholders to vote on the matters disclosed in our Proxy Statement. The final voting results for the matters submitted to a vote of stockholders were as follows:
Proposal I: Election of Directors.
All of our Directors were re-elected and received the following votes:
| Number of Votes | Broker<br>Non-Votes | |||||||
|---|---|---|---|---|---|---|---|---|
| For | Against | Abstain | ||||||
| Dorika M. Beckett | 32,032,152 | 209,478 | 23,987 | 349,332 | ||||
| Michael W. Chiao | 32,199,745 | 41,885 | 23,987 | 349,332 | ||||
| Christopher D. Farrar | 32,206,798 | 34,831 | 23,988 | 349,332 | ||||
| Alan H. Mantel | 32,196,232 | 45,397 | 23,988 | 349,332 | ||||
| John P. Pitstick | 32,211,268 | 30,362 | 23,987 | 349,332 | ||||
| John A. Pless | 31,814,917 | 426,713 | 23,987 | 349,332 | ||||
| Joy L. Schaefer | 32,032,152 | 209,478 | 23,987 | 349,332 | ||||
| Omar Maasarani | 32,205,097 | 36,559 | 23,961 | 349,332 |
Proposal II: 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 2023 executive compensation.
| Number of<br>Votes | ||
|---|---|---|
| For | 32,192,729 | |
| Against | 45,527 | |
| Abstain | 27,361 | |
| Broker Non-Votes | 349,332 |
Proposal III. The ratification of RSM US LLP as our independent auditor for 2024.
Our shareholders ratified RSM US LLP as our independent auditor for 2024 with the following votes:
| Number of Votes | ||
|---|---|---|
| For | 32,448,407 | |
| Against | 163,141 | |
| Abstain | 3,401 | |
| Item 9.01. | Financial Statements and Exhibits. | |
| --- | --- |
(d) Exhibits
| 104 | Cover Page Interactive File (embedded with the Inline XBRL document) |
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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 23, 2024 | /s/ Roland T. Kelly | |
| Roland T. Kelly | ||
| Chief Legal Officer, General Counsel and Corporate Secretary |