ALTISOURCE RESIDENTIAL CORPORATION (NYSE:RESI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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ALTISOURCE RESIDENTIAL CORPORATION (NYSE:RESI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangement of Certain Officers
(e) On May 26, 2017, Altisource Residential Corporation (the
Company) entered into change in control severance agreements (the
CIC Agreements) with the following named executive officers: (i)
George G. Ellison, Chief Executive Officer and Director; (ii)
Stephen H. Gray, Chief Administrative Officer and Senior Counsel;
(iii) Robin N. Lowe, Chief Financial Officer; and (iv) Michael G.
Lubin, General Counsel and Corporate Secretary. Under the CIC
Agreements, each executive is entitled to certain severance
payments and benefits if: (i) the Company undergoes a Change in
Control (as defined in the CIC Agreements) and (ii) on or within
two years thereafter, the executives employment is terminated by
the employer without Cause or by the executive for Good Reason
(in each case, as defined in the CIC Agreements). If these events
occur, each executive is entitled to the following severance
payments and benefits: (i) an amount equal to 1.5 times the
executives base salary (or 2.0 times the executives base salary
in the case of Mr. Ellison); (ii) an amount equal to 1.5 times
the executives target annual bonus amount for the year of
termination (2.0 times the executives base salary in the case of
Mr. Ellison); (iii) an amount equal to the executives target
annual bonus for the year of termination, prorated based on the
number of days of service in that year; (iv) an amount equal to
18.0 times the monthly premium (if any) paid by the executives
employer for medical, dental and vision insurance coverage for
the executive and his eligible dependents immediately prior to
the termination; (v) immediate vesting of all equity and
equity-based awards granted to the executive under the Companys
equity plans; (vi) an amount equal to the executives annual bonus
(if any) earned for the prior year, to the extent not paid as of
the termination date; and (vii) all rights accrued as of the
termination date, including, without limitation, earned but
unpaid base salary, unused vacation pay and business expense
reimbursement. Such payments are subject to the executives
execution of a general release of claims and covenant not to sue,
and may be subject to offset or reduction in certain
circumstances.
The CIC Agreements have an initial three-year term and renew
thereafter for successive one-year terms, unless the Company
notifies an executive in writing at least 90 days before an
upcoming renewal date of its intention not to renew.
The foregoing summary of the CIC Agreements does not purport to
be complete and is qualified in its entirety by reference to the
form of Change in Control Severance Agreement, which is filed
herewith as Exhibit 10.1.
Item 5.07
Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of the Company was held on May
23, 2017 (the Annual Meeting). On the record date for the Annual
Meeting (April 12, 2017), an aggregate of 53,527,755 shares of
common stock were outstanding and entitled to vote at the Annual
Meeting. The final results for each matter submitted to a vote of
stockholders at the Annual Meeting were as follows:
(i)
The following Directors were elected to serve until the
Company’s 2018 Annual Meeting of Stockholders and until
their successors are duly elected and qualified by the
following vote:
Name
For
Withhold
David B. Reiner
40,982,084
1,169,453
Michael A. Eruzione
38,228,600
3,922,937
George G. Ellison
41,482,815
668,722
William P. Wall
37,952,377
4,199,160
Rochelle R. Dobbs
41,187,489
964,048
Wade J. Henderson
41,482,862
668,675
(ii)
The compensation of the Company’s named executive officers
as disclosed in the proxy statement was approved, on an
advisory basis, by the following vote:
For
Against
Abstentions
41,139,070
475,426
537,041
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
Description
10.1
Form of Change in Control Severance Agreement


About ALTISOURCE RESIDENTIAL CORPORATION (NYSE:RESI)

Altisource Residential Corporation is a real estate investment trust (REIT). The Company is focused on acquiring, owning and managing single-family rental properties throughout the United States. The Company operates through the segment focused on the resolution of sub-performing and non-performing mortgages, and acquisition and ownership of rental residential properties. It acquires its single-family rental properties primarily through the acquisition of sub-performing and non-performing loan portfolios. The Company conducts its activities through its subsidiary, Altisource Residential, L.P., and its subsidiaries. The Company has approximately 6,520 real estate owned (REO) properties, consisting of over 4,930 REO properties held for use and over 1,580 held for sale. Of approximately 4,930 REO properties held for use, over 2,120 properties are leased, over 260 are listed and ready for rent, and approximately 350 are in varying stages of renovation and unit turn status.

ALTISOURCE RESIDENTIAL CORPORATION (NYSE:RESI) Recent Trading Information

ALTISOURCE RESIDENTIAL CORPORATION (NYSE:RESI) closed its last trading session down -0.31 at 13.98 with 613,395 shares trading hands.