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, 2016

 

PennyMac Financial Services, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 001- 35916 80-0882793
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

   

 

 

Item 5.07.          Submission of Matters to a Vote of Security Holders.

 

On May 17, 2016, PennyMac Financial Services, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) in Westlake Village, California for the purpose of: (i) electing nine (9) director nominees to serve on the Board of Directors (the “Board”), each for a one-year term expiring at the 2017 Annual Meeting of Stockholders; and (ii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. As of the record date, 22,047,491 shares of Class A common stock were issued and outstanding, and 51 shares of Class B common stock were issued and held by owners of Class A units of Private National Mortgage Acceptance Company, LLC (“PNMAC”). Each share of Class A common stock held on the record date entitled the holder to one vote on each proposal. Each share of Class B common stock held on the record date entitled the holder to a number of votes on each proposal equal to the number of Class A units of PNMAC held by such holder on the record date. The total number of eligible votes as of the record date was 76,082,823, of which 70,309,337 votes, or 92.41%, were present in person or by proxy.

 

Proposal 1: The election of nine (9) director nominees to serve on the Board, each for a one-year term expiring at the 2017 Annual Meeting of Stockholders.

 

Trustee  Votes For   Votes Withheld   Broker Non-Votes 
Stanford L. Kurland   68,968,786    132,805    1,207,746 
David A. Spector   68,968,706    132,885    1,207,746 
Matthew Botein   64,254,007    4,847,584    1,207,746 
James K. Hunt   64,519,483    4,582,108    1,207,746 
Patrick Kinsella   68,980,653    120,938    1,207,746 
Joseph Mazzella   68,896,502    205,089    1,207,746 
Farhad Nanji   64,591,807    4,509,784    1,207,746 
Mark Wiedman   68,896,602    204,989    1,207,746 
Emily Youssouf   68,980,653    120,938    1,207,746 

 

All director nominees were elected.

 

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2016.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 70,261,977    20,943    26,417    0 

 

 

Further information regarding these proposals is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 6, 2016.

 

Item 7.01.          Regulation FD Disclosure.

 

Members of management have prepared a presentation that will be used with investors on May 19, 2016. A copy of the presentation to be used by management is attached hereto and furnished as Exhibit 99.1.

 

Note: Information in this report (including the exhibit) furnished pursuant to Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD. Furthermore, the information provided in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, unless such incorporation by reference is specifically referenced therein.

 

Item 9.01          Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No. Description  
   
99.1 Slide Presentation for use by PennyMac Financial Services, Inc. on May 19, 2016

 

 

 

 2 

 

 

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 19, 2016 By:  /s/ Anne D. McCallion
    Anne D. McCallion
Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 3 

 

 

EXHIBIT INDEX

   

Exhibit No. Description
   
99.1 Slide Presentation for use by PennyMac Financial Services, Inc. on May 19, 2016

 

 

 

 

 

 

 

 

 

 

 4