Current Report Filing (8-k)
14 Junio 2023 - 3:41PM
Edgar (US Regulatory)
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2023-06-13
2023-06-13
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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 13, 2023
PennyMac
Financial Services, Inc.
(Exact name of registrant as specified in
its charter)
Delaware |
001-38727 |
83-1098934 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
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
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)) |
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
June 13, 2023, PennyMac Financial Services, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”)
for the purpose of: (i) electing twelve (12) director nominees to serve on the Board of Directors (the “Board”), each
for a one-year term expiring at the 2024 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, 2023; (iii) approving,
by non-binding vote, the Company’s executive compensation; and (iv) recommending, by non-binding vote, the frequency of our
executive compensation vote. The total number of shares of common stock entitled to vote as of the record date was 49,967,783,
of which 46,786,805 votes, or 93.6%, were present in person or by proxy.
Proposal
1: The election of twelve (12) director nominees to serve on the Board, each for a one-year term expiring at the 2024 Annual
Meeting of Stockholders.
Trustee | |
Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
David A. Spector | |
| 41,980,883 | | |
| 410,478 | | |
| 2,774 | | |
| 4,392,670 | |
James K. Hunt | |
| 40,795,669 | | |
| 1,593,811 | | |
| 4,655 | | |
| 4,392,670 | |
Jonathon S. Jacobson | |
| 42,048,362 | | |
| 341,124 | | |
| 4,649 | | |
| 4,392,670 | |
Doug Jones | |
| 42,212,263 | | |
| 179,092 | | |
| 2,780 | | |
| 4,392,670 | |
Patrick Kinsella | |
| 42,153,362 | | |
| 236,179 | | |
| 4,594 | | |
| 4,392,670 | |
Anne D. McCallion | |
| 42,206,132 | | |
| 185,221 | | |
| 2,782 | | |
| 4,392,670 | |
Joseph Mazzella | |
| 42,027,221 | | |
| 362,263 | | |
| 4,651 | | |
| 4,392,670 | |
Farhad Nanji | |
| 41,955,623 | | |
| 433,865 | | |
| 4,647 | | |
| 4,392,670 | |
Jeffrey A. Perlowitz | |
| 42,146,714 | | |
| 242,810 | | |
| 4,611 | | |
| 4,392,670 | |
Lisa M. Shalett | |
| 42,056,626 | | |
| 332,840 | | |
| 4,669 | | |
| 4,392,670 | |
Theodore W. Tozer | |
| 42,230,966 | | |
| 158,562 | | |
| 4,607 | | |
| 4,392,670 | |
Emily Youssouf | |
| 42,230,832 | | |
| 158,485 | | |
| 4,818 | | |
| 4,392,670 | |
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, 2023.
Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| 46,672,555 | | |
| 105,362 | | |
| 8,888 | | |
| 0 | |
Proposal
3: Approval, by non-binding vote, of the Company’s executive compensation.
Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| 35,013,618 | | |
| 7,365,902 | | |
| 14,615 | | |
| 4,392,670 | |
Proposal
4: Recommend, by non-binding vote, the frequency of our executive compensation vote.
1 Year | | |
2 Year | | |
3 Year | | |
Abstain | |
| 40,545,126 | | |
| 5,761 | | |
| 1,840,449 | | |
| 2,799 | |
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: June 14, 2023 |
/s/ Daniel S. Perotti |
|
Daniel S. Perotti |
|
Senior Managing Director and Chief Financial Officer |
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