Ocwen Financial Corporation (NYSE:OCN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

The Board of Directors (the Board) of Ocwen Financial Corporation
(the Company) adopted the Ocwen Financial Corporation 2017
Performance Incentive Plan (the 2017 Plan) on April 6, 2017,
subject to shareholder approval of the 2017 Plan. As disclosed in
Item 5.07 of this Form 8-K, the Companys shareholders have
approved the 2017 Plan.

The following summary of the 2017 Plan is qualified in its
entirety by reference to the text of the 2017 Plan, which is
filed as Exhibit 10.1 hereto and incorporated herein by
reference.

The Board or one or more committees appointed by the Board will
administer the 2017 Plan. The Board has delegated general
administrative authority for the 2017 Plan to the Compensation
Committee of the Board. The administrator of the 2017 Plan has
broad authority under the 2017 Plan to, among other things,
select participants and determine the types of awards that they
are to receive, and determine the number of shares that are to be
subject to awards and the terms and conditions of awards,
including the price (if any) to be paid for the shares or the
award.

Persons eligible to receive awards under the 2017 Plan include
directors of the Company, officers or employees of the Company or
any of its subsidiaries, and certain consultants and advisors to
the Company or any of its subsidiaries.

The maximum number of shares of the Companys common stock (the
Common Stock) that may be issued or transferred to awards under
the 2017 Plan equals: (1) 670,000 shares, plus (2) 3,717,973
(which represents the number of shares that were available for
additional award grant purposes under the Ocwen Financial
Corporation 2007 Equity Incentive Plan (the 2007 Plan)
immediately prior to the termination of the authority to grant
new awards under the 2007 Plan as of May 24, 2017, the date of
shareholder approval of the 2017 Plan), plus (3) the number of
any shares subject to stock options granted under the 2007 Plan
and outstanding as of May 24, 2017 which expire, or for any
reason are cancelled or terminated, after that date without being
exercised, plus (4) the number of any shares subject to
restricted stock and restricted stock unit awards granted under
the 2007 Plan that are outstanding and unvested as of May 24,
2017 which are forfeited, terminated, cancelled, or otherwise
reacquired after that date without having become vested (with
such any shares taken into account based on the premium
share-counting rule discussed below for full-value awards).

Shares issued in respect of any full-value award granted under
the 2017 Plan will be counted against the share limit described
in the preceding paragraph as 1.2 shares for each share actually
issued in connection with the award. For example, if the Company
granted 100 shares of Common Stock under the 2017 Plan, 120
shares would be charged against the share limit with respect to
that award. For this purpose, a full-value award means any award
granted under the plan other than a stock option or stock
appreciation right.

Except as described in the next sentence, shares that are subject
to or underlie awards granted under the 2017 Plan which expire or
for any reason are cancelled or terminated, are forfeited, fail
to vest, or for any other reason are not paid or delivered under
the 2017 Plan will not be counted against the plans share limit
and will be available for subsequent awards under the 2017
Plan.Shares that are exchanged by a participant or withheld by
the Company as full or partial payment in connection with any
stock option or stock appreciation right under the 2017 Plan, as
well as any shares exchanged by a participant or withheld by the
Company or one of its subsidiaries to satisfy the tax withholding
obligations related to any stock option or stock appreciation
right, will be counted against the plans share limit and will not
be available for subsequent awards under the 2017 Plan.Shares
that are exchanged by a participant or withheld by the Company as
full or partial payment in connection with any full-value award
under the 2017 Plan, as well as any shares exchanged by a
participant or withheld by the Company or one of its subsidiaries
to satisfy the tax withholding obligations related to any
full-value award, will not be counted against the plans share
limit and will be available for subsequent awards under the 2017
Plan (with such any shares taken into account based on the
premium share-counting rule discussed above for full-value
awards).To the extent that an award granted under the 2017 Plan
is settled in cash or a form other than shares, the shares that
would have been delivered had there been no such cash or other
settlement will not be counted against the plans share limit and
will be available for subsequent awards under the 2017 Plan.In
the event that shares are delivered in respect of a dividend
equivalent right granted under the 2017 Plan, the number of
shares delivered with respect to the award will be counted
against the plans share limit (after giving effect to the premium
share-counting rule discussed above).To the extent that shares
are delivered to the exercise of a stock appreciation right or
stock option granted under the 2017 Plan, the number of
underlying shares as to which the exercise related will be
counted against the plans share limit, as opposed to only
counting the shares issued.

The types of awards that may be granted under the 2017 Plan
include stock options, stock appreciation rights, restricted
stock, stock units, stock bonuses and other forms of awards
granted or denominated in Common Stock or units of Common Stock,
as well as certain cash bonus awards.

As is customary in incentive plans of this nature, each share
limit and the number and kind of shares available under the 2017
Plan and any outstanding awards, as well as the exercise or
purchase prices of awards, and performance targets under certain
types of performance-based awards, are subject to adjustment in
the event of certain reorganizations, mergers, combinations,
recapitalizations, stock splits, stock dividends, or other
similar events that change the number or kind of shares
outstanding, and extraordinary dividends or distributions of
property to the stockholders.

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

The Company held its Annual Meeting of Shareholders on May 24,
2017. Shareholders voted on the five proposals set forth below,
which are described in detail in the Companys proxy statement
dated April 10, 2017.

Proposal One: Election of Directors

The Companys shareholders elected the following nominees for
director to serve for one-year terms or until their successors
are elected and qualified based upon the following votes:

Proposal Two: Ratification, on an advisory basis, of
Appointment of Independent Registered Public Accounting
Firm

The Companys shareholders ratified, on a non-binding advisory
basis, the appointment of Deloitte Touche LLP as the Companys
independent registered public accounting firm for the fiscal year
ending December 31, 2017 based upon the following votes:

Proposal Three: Advisory Vote on Named Executive Officer
Compensation

The Companys shareholders approved, on a non-binding advisory
basis, the compensation of the Companys named executive officers
based upon the following votes:

Proposal Four: Advisory Vote on Frequency of Future
Advisory Votes on Named Executive Officer Compensation

The Companys shareholders approved, on a non-binding advisory
basis, holding future advisory votes on named executive officer
compensation every year based upon the following votes:

The Company determined that the advisory vote on executive
compensation would be held every year until the next vote on the
frequency of such advisory vote.

Proposal Five: Approval of the Ocwen Financial
Corporation 2017 Performance Incentive Plan

The Companys shareholders approved the Ocwen Financial
Corporation 2017 Performance Incentive Plan based upon the
following votes:

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

About Ocwen Financial Corporation (NYSE:OCN)

Ocwen Financial Corporation is a financial services holding company. The Company, through its subsidiaries, operates as a mortgage company. The Company’s segments include Servicing, Lending, and Corporate Items and Other. The Company’s Servicing segment consists of its core residential servicing business. The Company’s Lending segment is focused on originating and purchasing conventional and government-insured residential forward and reverse mortgage loans. The Company’s Corporate Items and Other segment includes business activities that include providing secured floor plan lending to used car dealerships through its Automotive Capital Services (ACS) venture and providing financing to investors to purchase single-family homes and apartments for lease through its Liberty Rental Finance venture. The Corporate Items and Other segment also includes the diversified fee-based businesses, which provide property valuation, real estate owned (REO) management, title and closing services.

Ocwen Financial Corporation (NYSE:OCN) Recent Trading Information

Ocwen Financial Corporation (NYSE:OCN) closed its last trading session up +0.05 at 2.69 with 3,208,382 shares trading hands.