ALTISOURCE PORTFOLIO SOLUTIONS S.A. (NASDAQ:ASPS) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 17, 2017, Altisource Portfolio Solutions S.A. (the
Company) held its 2017 annual meeting of shareholders (the Annual
Meeting) followed by an extraordinary meeting of shareholders
(the Extraordinary Meeting). A quorum was present for each of the
meetings.
Company) held its 2017 annual meeting of shareholders (the Annual
Meeting) followed by an extraordinary meeting of shareholders
(the Extraordinary Meeting). A quorum was present for each of the
meetings.
The final results for each matter submitted to a vote of
shareholders at the Annual Meeting were as follows:
shareholders at the Annual Meeting were as follows:
|
(i)
|
The following Directors were elected for a one (1) year
term and/or until their successors are duly elected and qualified by the following vote: |
|
Name
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
|
Orin S. Kramer
|
16,112,270
|
51,540
|
4,886
|
1,286,314
|
|
W. Michael Linn
|
15,974,958
|
188,859
|
4,879
|
1,286,314
|
|
Roland Mller-Ineichen
|
16,145,461
|
18,349
|
4,886
|
1,286,314
|
|
William B. Shepro
|
16,149,238
|
14,572
|
4,886
|
1,286,314
|
|
Timo Vtt
|
16,143,277
|
20,033
|
5,386
|
1,286,314
|
|
Joseph L. Morettini
|
16,147,788
|
16,022
|
4,886
|
1,286,314
|
|
(ii)
|
The appointment of>Mayer Hoffman McCann P.C. as the
Companys independent registered certified public accounting firm for the year ending December 31, 2017 and the appointment of Atwell S. r.l. as the Companys certified auditor (Rviseur dEntreprises) for the same period>were approved by the following vote: |
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
|
17,426,246
|
16,710
|
12,054
|
N/A
|
|
(iii)
|
The appointment of Michelle D. Esterman, Chief Financial
Officer of the Company, as the supervisory auditor (Commissaire aux Comptes)>to report on the Companys unconsolidated annual accounts prepared in accordance with accounting principles generally accepted in Luxembourg (the Luxembourg Annual Accounts) for the years ending December 31, 2017 through December 31, 2022, or until her successor is duly elected and qualified, and the ratification of her appointment by the Board of Directors as the supervisory auditor to report on the Luxembourg Annual Accounts for the years ended December 31, 2009 through December 31, 2016 were approved by the following vote: |
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
|
17,419,072
|
23,943
|
11,995
|
N/A
|
|
(iv)
|
The>Luxembourg Annual Accounts for the year ended
December 31, 2016 and the Companys consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States including a footnote reconciliation of equity and net income to International Financial Reporting Standards (together with the Luxembourg Annual Accounts, the Luxembourg Statutory Accounts) as of and for the year ended December 31, 2016 were approved by the following vote: |
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
|
17,223,846
|
17,870
|
213,294
|
N/A
|
|
(v)
|
The receipt and approval of the Directors reports for the
Luxembourg Statutory Accounts for the year ended December 31, 2016 and the receipt of the reports of the supervisory auditor (Commissaire aux Comptes) for the Luxembourg Annual Accounts for the years ended December 31, 2009 through December 31, 2016 were approved by the following vote: |
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
|
17,220,603
|
21,676
|
212,731
|
N/A
|
|
(vi)
|
The allocation of the results in the Luxembourg Annual
Accounts for the year ended December 31, 2016 was approved by the following vote: |
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
|
17,222,006
|
21,189
|
211,815
|
N/A
|
|
(vii)
|
The discharge of>each of the Directors of the Company
for the performance of their mandates for the year ended December 31, 2016 and the discharge of the supervisory auditor (Commissaire aux Comptes) for the performance of her mandate for the years ended December 31, 2009 through December 31, 2016>were approved by the following vote: |
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
|
16,144,850
|
15,569
|
8,277
|
1,286,314
|
|
(viii)
|
The renewal of>the Companys share repurchase program
whereby the Company is authorized to repurchase shares of its common stock within certain limits>was approved by the following vote: |
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
|
14,983,429
|
1,180,421
|
4,846
|
1,286,314
|
|
(ix)
|
The compensation of the Companys>named executive
officers as disclosed in the Companys joint proxy statement (Say-on-Pay)>was approved>on an advisory (non-binding) basis>by the following vote: |
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
|
16,092,544
|
72,071
|
4,081
|
1,286,314
|
|
(x)
|
A frequency of every one year for future shareholder
advisory votes on executive compensation (Say-on-Frequency) was approved>on an advisory (non-binding) basis>by the following vote: |
|
One Year
|
Two Years
|
Three Years
|
Abstentions
|
Broker Non-Votes
|
|
15,732,645
|
1,035
|
285,537
|
149,479
|
1,286,314
|
The final results for each matter submitted to a vote of
shareholders at the Extraordinary Meeting were as follows. The
Company did not receive any broker non-votes with respect to any
of the proposals presented.
shareholders at the Extraordinary Meeting were as follows. The
Company did not receive any broker non-votes with respect to any
of the proposals presented.
|
(i)
|
The amendment of>the Companys Articles of Incorporation
to renew and extend the authorization of the Board of Directors to issue shares of the Companys common stock, within the limits of the Companys authorized share capital of one hundred million dollars ($100,000,000) and, in connection with any such issuance, to limit or cancel the preferential subscription rights of shareholders, each for a period of five (5) years, as set forth in the proposed Amended and Restated Articles of Incorporation and the receipt of the report issued by the Board of Directors to article 32-3 (5) of the Luxembourg Law of 10 August 1915 on commercial companies, as amended (the Luxembourg Company Law) were>approved by the following vote: |
|
For
|
Against
|
Abstentions
|
|
12,138,887
|
1,302,308
|
4,364
|
|
(ii)
|
The amendment of the Companys Articles of Incorporation to
effectuate recent changes in the Luxembourg Company Law>and to make certain other administrative changes, was approved by the following vote: |
|
For
|
Against
|
Abstentions
|
|
13,157,881
|
282,106
|
5,572
|
Each of the foregoing proposals for the Annual Meeting and for
the Extraordinary Meeting is more fully described in the joint
proxy statement filed by the Company with the Securities and
Exchange Commission on April 6, 2017.
the Extraordinary Meeting is more fully described in the joint
proxy statement filed by the Company with the Securities and
Exchange Commission on April 6, 2017.
About ALTISOURCE PORTFOLIO SOLUTIONS S.A. (NASDAQ:ASPS)
Altisource Portfolio Solutions S.A. is a marketplace and transaction solutions provider for the real estate, mortgage and consumer debt industries. The Company operates through three segments: Mortgage Services, Financial Services and Technology Services. The Company’s Mortgage Services segment provides services that span the mortgage and real estate lifecycle, and are outsourced by loan servicers, loan originators, home investors, and other sellers and buyers of single family homes. The Company’s Financial Services segment provides collection and customer relationship management services to debt originators and servicers (credit card, auto lending, retail credit and mortgage) and the utility, insurance and hotel industries. Technology Services segment provides a portfolio of software, data analytics and infrastructure management services that support the management of mortgage and real estate activities and marketplace transactions across the mortgage and real estate lifecycles. ALTISOURCE PORTFOLIO SOLUTIONS S.A. (NASDAQ:ASPS) Recent Trading Information
ALTISOURCE PORTFOLIO SOLUTIONS S.A. (NASDAQ:ASPS) closed its last trading session up +0.11 at 20.45 with 266,114 shares trading hands.