HOMESTREET, INC. (NASDAQ:HMST) Files An 8-K Submission of Matters to a Vote of Security Holders

HOMESTREET, INC. (NASDAQ:HMST) 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.

As of the close of business on April 5, 2018, the record date for the Annual Meeting, 26,971,909 shares of Company common stock, no par value (“Common Stock”), were outstanding and entitled to vote at the Annual Meeting.

On June 8, 2018, IVS delivered its final vote tabulation that certified the voting results for each of the matters set forth below that were submitted to a vote at the Annual Meeting.

As previously disclosed, Roaring Blue Lion Capital Management, L.P. and those soliciting proxies with it (including but not limited to Blue Lion Opportunity Master Fund, L.P., Roaring Blue Lion, LLC, BLOF II, LP, Blue Lion Capital Management Fund, L.P., Charles W. Griege, Jr., Ronald K. Tanemura and Phillip M. Goldberg, together with Roaring Blue Lion Capital Management, L.P., “Roaring Blue Lion”) failed to apply for, and obtain, approval from the Washington Department of Financial Institutions Division of Banks (the “DFI”) in conjunction with Roaring Blue Lion’s proxy fight against the Company.

Based on information supplied by its proxy solicitor, the Company determined that, prior to the date of the Annual Meeting, Roaring Blue Lion solicited and obtained proxies representing more than 25% of the shares of Common Stock outstanding on the record date. Accordingly, the Company believes that, based on the Interpretive Statement of the DFI dated March 15, 2018 and the advice of outside banking regulatory counsel, the proxies solicited by Roaring Blue Lion and submitted at the Annual Meeting on blue proxy cards are void and ineffective to RCW 31A.04.405(7). Notwithstanding this, IVS did not find the blue proxy cards to be facially invalid and, therefore, did not exclude the blue proxy cards from its final report. However, IVS did deliver a separate tabulation indicating votes on blue proxy cards.

In its final report, IVS determined that 23,978,326 shares of Common Stock (including 3,662,763 shares of Common Stock voted on blue proxy cards) were voted in person or by proxy at the Annual Meeting, representing more than 75 percent of the shares entitled to be voted. Set forth below are the final voting results, noting in parentheses the number of votes on blue proxy cards included in each total. As previously disclosed, the ultimate outcome of the election of the directors and the approval of the other matters set forth below were not affected by the counting of votes on blue proxy cards. By including the votes submitted on blue proxy cards in the totals below, the Company does not in any way indicate that such votes are valid or that it agrees with the inclusion in such totals of any of the votes on the blue proxy cards solicited by Roaring Blue Lion.

Proposal 1

Company shareholders re-elected the following three Class I directors to serve until the 2021 annual meeting of shareholders (or until their respective successors are elected and qualified), by the votes set forth below:

Nominee

Votes For

Votes Against

Abstentions

Withhold Votes

Broker Non-Votes

Scott M. Boggs

12,505,374

(33,853)

11,154,043

(3,625,910)

54,119

(3,000)

(0)

243,436

Mark R. Patterson

21,914,376

(3,543,116)

1,666,960

(105,627)

130,663

(12,484)

1,537

(1,536)

243,436

Douglas I. Smith

18,574,254

(2,502,941)

5,085,140

(1,156,822)

53,957

(3,000)

(0)

243,436

Proposal 2

Company shareholders approved on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, by the votes set forth below:

Votes For

Votes Against

Abstentions

Broker Non-Votes

18,418,591

(2,679,299)

5,212,306

(963,163)

82,639

(20,301)

243,436

Proposal 3

Company shareholders approved on an advisory (non-binding) basis the frequency of one year for future advisory (non-binding) shareholder votes on executive compensation, by the votes set forth below:

Votes for One Year

Votes for Two Years

Votes for Three Years

Abstentions

Broker Non-Votes

20,954,299

(3,553,522)

162,872

(2,000)

2,330,031

(87,299)

266,334

(19,942)

243,436

Proposal 4

Company shareholders ratified on an advisory (non-binding) basis the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018, by the votes set forth below:

Votes For

Votes Against

Abstentions

23,806,408

(3,644,646)

140,575

(13,827)

31,343

(4,290)


About HOMESTREET, INC. (NASDAQ:HMST)

HomeStreet, Inc. is a financial services company serving customers primarily in the western United States, including Hawaii. The Company is principally engaged in real estate lending, including mortgage banking activities, and commercial and consumer banking. Its operating segments include Commercial and Consumer Banking, and Mortgage Banking. The Company’s subsidiaries include HomeStreet Bank (the Bank) and HomeStreet Capital Corporation. The Bank is a savings bank that provides mortgage and commercial loans, deposit products and services, non-deposit investment products, private banking and cash management services. Doing business as HomeStreet Insurance Agency, the Company provides insurance products and services for consumers and businesses. The Company has a network of over 40 retail deposit branches located in Washington state, Southern California, Portland, Oregon and Hawaii, as well as over 60 stand-alone lending centers located within its retail deposit branch footprint.

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