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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 3, 2021

 

PennyMac Financial Services, Inc.

(formerly known as New 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 3, 2021, PennyMac Financial Services, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) for the purpose of: (i) electing eleven (11) director nominees to serve on the Board of Directors (the “Board”), each for a one-year term expiring at the 2022 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, 2021; and (iii) approving, by non-binding vote, the Company’s executive compensation. The total number of shares of common stock entitled to vote as of the record date was 66,991,136, of which 61,346,122 votes, or 91.6%, were present in person or by proxy.

 

Proposal 1: The election of eleven (11) director nominees to serve on the Board, each for a one-year term expiring at the 2022 Annual Meeting of Stockholders.

 

Trustee  Votes For  Votes Against  Abstentions  Broker Non-Votes 
David A. Spector  53,994,093  1,208,548  83,886  6,059,595 
James K. Hunt  54,542,341  660,488  83,698  6,059,595 
Jonathon S. Jacobson  55,119,641  83,338  83,548  6,059,595 
Patrick Kinsella  55,155,344  46,932  84,251  6,059,595 
Anne D. McCallion  55,155,951  47,313  83,263  6,059,595 
Joseph Mazzella  54,964,726  238,332  83,469  6,059,595 
Farhad Nanji  54,807,905  394,900  83,722  6,059,595 
Jeffrey A. Perlowitz  55,056,685  146,294  83,548  6,059,595 
Lisa M. Shalett  55,147,085  56,436  83,006  6,059,595 
Theodore W. Tozer  55,155,589  47,209  83,729  6,059,595 
Emily Youssouf  55,150,474  52,758  83,295  6,059,595 

 

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, 2021.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes  
60,962,328   269,196   114,598   0  

 

Proposal 3: Approval, by non-binding vote, of the Company’s executive compensation.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes  
51,139,324   3,989,286   157,917   6,059,595  

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No. Description
   
104 Cover Page Interactive Data (embedded within the Inline XBRL document)

 

 

 

 

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 7, 2021 /s/ Daniel S. Perotti
 

Daniel S. Perotti

Senior Managing Director and Chief Financial Officer