Impac Mortgage Holdings,Inc. (OTCMKTS:IMPHO) Files An 8-K Results of Operations and Financial Condition

ME Staff 8-k
-
0

Impac Mortgage Holdings,Inc. (OTCMKTS:IMPHO) Files An 8-K Results of Operations and Financial Condition
Item 2.02 Results of Operations and Financial Condition.

Attached as Exhibit99.1 and Exhibit99.2 to this Current Report is the slide presentation and transcript, respectively, from the Annual Meeting of Stockholders of Impac Mortgage Holdings,Inc. (the “Company”) held on July25, 2017 and the information therein is incorporated herein by reference.

Non-GAAP Financial Measures

The presentation contains operating income excluding changes in contingent consideration (Adjusted Operating Income) as a performance measure, which is considered a non-GAAP financial measure, to further aid the Company’s investors in understanding and analyzing the Company’s core operating results and comparing them among periods. Adjusted Operating Income excludes certain items that the Company does not consider part of its core operating results. Although the Company is required by GAAP to record change in fair value and accretion of the contingent consideration, management believes operating income excluding contingent consideration changes and the related accretion is more useful to discuss the ongoing and future operations of the Company. This non-GAAP financial measure is not intended to be considered in isolation or as a substitute for operating income or net earnings before income taxes, or net earnings prepared in accordance with GAAP. The table below shows operating income excluding these items:

AdjustedOperatingIncome

Fortheyearended

(inthousands,exceptsharedata)

December31,2016

Net earnings

$

46,670

Total other (expense) income

11,950

Income tax expense (benefit)

1,093

Operating income

$

59,713

Accretion of contingent consideration

6,997

Change in fair value of contingent consideration

30,145

Adjusted operating income (loss)

$

96,855

The information contained in this Item 2.02 and Exhibits 99.1 and 99.2 included with this Current Report on Form8-K, is being furnished to Item 2.02 and shall not be deemed to be “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as otherwise stated in such filing.

Item 2.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On July25, 2017, the stockholders of the Company approved an amendment to the Company’s 2010 Omnibus Incentive Plan, as amended (the “Plan”), increasing the number of shares available under the Plan by 500,000 shares. Awards under the Plan may include incentive stock options, nonqualified stock options, stock appreciation rights, restricted shares of common stock, restricted stock units, performance share or unit awards, other stock-based awards and cash-based incentive awards. The increase in shares available under the Plan is designed to enhance the flexibility in granting stock options and other awards to officers, employees, non-employee directors and other key persons and to ensure that the Company can continue to grant stock options and other awards to such persons at levels determined to be appropriate by the Company’s compensation committee.

A description of the terms and conditions of the Plan is set forth in the Company’s definitive Proxy Statement for the 2017 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on June2, 2017, under the heading “Proposal No.2 – Approval of Amendment to 2010 Omnibus Incentive Plan to Increase the Shares Subject to the Plan by 500,000 Shares”, which such description is incorporated herein by reference. The summary of the terms and conditions of the Plan is not a complete discussion of the document. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Plan included as Exhibit10.1 to this Current Report on Form8-K, which is incorporated herein by reference.

Item 2.02 Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of stockholders on July25, 2017. For more information about the proposals set forth below, please see the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on June2, 2017. There were 17,690,111 shares of common stock present in person or by proxy at the meeting. The final voting results on each of the matters submitted to a vote of stockholders were as follows:

Proposal No.1: To elect a Board of Directors to serve for the ensuing year. There were seven nominees for the Company’s Board of Directors. The affirmative vote of a plurality of all of the votes cast at the meeting was necessary for the election of a nominee for director. Broker non-votes did not count as votes cast and had no effect on the result of the vote. Each of the seven nominees listed below have been elected to serve on the Board of Directors until the Company’s 2018 annual meeting of stockholders or until their respective successors are elected and qualify. The voting results were as follows:

DirectorNominee

VotesFor

VotesWithheld

BrokerNon-Votes

Joseph R. Tomkinson

12,727,112

90,429

4,872,570

William S. Ashmore

12,593,982

223,559

4,872,570

James Walsh

12,096,063

721,478

4,872,570

Frank P. Filipps

12,499,265

318,276

4,872,570

Stephan R. Peers

12,088,495

729,046

4,872,570

Leigh J. Abrams

11,913,968

903,573

4,872,570

Thomas B. Akin

12,658,287

159,254

4,872,570

Proposal No.2: To approve an amendment to the Company’s 2010 Omnibus Incentive Plan to increase the number of shares of common stock subject to the plan by 500,000 shares. Approval of the proposal required the affirmative vote of a majority of the votes cast in person or represented by proxy at the meeting. Abstentions and broker non-votes did not count as votes cast and had no effect on the result of the vote. The proposal was approved by a vote of stockholders as follows:

VotesFor

VotesAgainst

Abstentions

BrokerNon-Votes

11,301,621

1,487,180

28,740

4,872,570

Proposal No.3:To ratify the appointment of Squar, Milner, Peterson, Miranda& Williamson, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2017. Approval of the proposal requiredthe affirmative vote of a majority of all votes cast at the meeting. Abstentions did not count as votes cast and had no effect on the result of the vote. The proposal was approved by a vote of stockholders as follows:

VotesFor

VotesAgainst

Abstentions

BrokerNon-Votes

17,585,731

91,317

13,063

N/A

Item 7.01 Regulation FD Disclosure.

Attached as Exhibit99.1 and Exhibit99.2 to this Current Report is the slide presentation and transcript, respectively, from the Company’s Annual Meeting of Stockholders held on July25, 2017 and the information therein is incorporated herein by reference.

The information contained in this Item 2.02 and Exhibits 99.1 and 99.2 included with this Current Report on Form8-K, is being furnished to Item 2.02 and shall not be deemed to be “filed” for purposes of Section18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise stated in such filing.

Item 2.02 Financial Statements and Exhibits.

Exhibit

Description

10.1

2010 Omnibus Incentive Plan, as amended

99.1

Slide presentation from Annual Meeting of Stockholders held on July25, 2017

99.2

Transcript from Annual Meeting of Stockholders held on July25, 2017


IMPAC MORTGAGE HOLDINGS INC Exhibit
EX-10.1 2 a17-18487_1ex10d1.htm EX-10.1 Exhibit 10.1   IMPAC MORTGAGE HOLDINGS,…
To view the full exhibit click here

About Impac Mortgage Holdings,Inc. (OTCMKTS:IMPHO)

Impac Mortgage Holdings, Inc. is an independent residential mortgage lender. The Company operates through three segments: Mortgage Lending, Real Estate Services and Long-Term Mortgage Portfolio. It originates, sells and services conventional, conforming agency and Government insured residential mortgage loans. Its Real Estate Services segment provides various real estate related services and loss mitigation services, including managing distressed mortgage portfolios and foreclosed real estate assets; surveillance services for residential and multifamily mortgage portfolios; loan modification services, and the master servicing on various residential mortgage and multifamily loan pools for loans. It manages its long-term mortgage portfolio, which consists of residual interests in the securitization trusts reflected as trust assets and liabilities. Its Corporate segment includes corporate services groups, such as information technology, human resources, legal, facilities and accounting.