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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): May 24, 2022

 

 

Flagstar Bancorp, Inc.

(Exact Name of Registrant as Specified in Charter)

Michigan

1-16577

38-3150651

(State or Other Jurisdiction of Incorporation

(Commission File Number)

(IRS Employer Identification No.)

5151 Corporate Drive,

Troy,

Michigan

48098

(Address of principal executive offices)

(Zip code)

(248) 312-2000

(Registrant's telephone number, including area code)

 

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 (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

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 Exchange Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common stock

FBC

New York Stock Exchange

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Item 5.07			Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of Flagstar Bancorp, Inc. (the "Company") was held on May 24, 2022 (the "Annual Meeting"). A total of 43,345,156 shares of common stock were represented in person or by proxy, for 81.42 percent of the 53,236,067 shares of common stock outstanding on April 1, 2022, the record date. The final voting results of the three proposals presented to the Company’s shareholders at the Annual Meeting were as follows:

(i)the election of the ten director nominees:

Name						For						Against						Abstain						Broker Non-Vote
Alessandro P. DiNello						38,988,564						158,286						29,928						4,168,378
Jay J. Hansen						38,216,596						925,504						34,678						4,168,378
Toan Huynh						39,019,504						120,237						37,037						4,168,378
Lori Jordan						38,803,445						338,037						35,296						4,168,378
John D. Lewis						38,755,990						385,116						35,672						4,168,378
Bruce E. Nyberg						38,967,997						173,335						35,446						4,168,378
James A. Ovenden						38,461,976						678,820						35,982						4,168,378
Peter Schoels						39,019,867						118,250						38,661						4,168,378
David L. Treadwell						38,579,969						561,047						35,762						4,168,378
Jennifer R. Whip						38,104,045						1,038,659						34,074						4,168,378

(ii)to ratify the appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accountants for the year ending December 31, 2022.

For						Against						Abstain						Broker Non-Vote
43,270,063						41,855						33,238						—

(iii) to adopt an advisory (non-binding) resolution to approve named executive officer compensation.

For						Against						Abstain						Broker Non-Vote
38,408,060						702,046						66,672						4,168,378

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 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.

FLAGSTAR BANCORP, INC.

Dated: May 26, 2022

By:

/s/    James K. Ciroli

James K. Ciroli

Executive Vice President and Chief Financial Officer