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 5.02

On March 17, 2017, the Board of Directors (the “Board”) of
Ocwen Financial Corporation (the “Company”) increased the size
of the Board from eight to nine and appointed Robert J. Lipstein
to the Board to serve until the Company’s next annual
shareholder meeting.

The Board’s Nomination/Governance Committee and the Board have
determined that Mr. Lipstein is an independent director under the
listing standards of the New York Stock Exchange.

Mr. Lipstein, 61, was formerly a partner with KPMG LLP and served
as the Global IT Partner in Charge of Business Services from
2014-2016 and as an Advisory Business Unit Partner in Charge for
its Mid-Atlantic Region from 2009-2014. His career at KPMG LLP
began in 1977. In January 2017, he became a director at Cross
Country Consulting, a privately-held consulting firm that focuses
on corporate advisory services. Since January 2013, he has served
as an Advisory Board Member of the Weinberg Center for Corporate
Governance at the University of Delaware. Mr. Lipstein has a
Bachelor of Science in Accounting from the University of
Delaware.

Mr. Lipstein will receive compensation for his services as a
director in accordance with the Company’s standard compensation
program for non-management directors. Mr. Lipstein also intends
to enter into a customary indemnification agreement with the
Company, the form of which is filed as Exhibit 10.1 to our Form
8-K filed with the Securities and Exchange Commission (SEC) on
March 26, 2015.

Additionally, Ronald J. Korn has informed the Board that he does
not wish to stand for re-election at the Company’s annual
shareholder meeting and will retire as a director effective on
May 22, 2017. The Board has determined that the size of the Board
will be reduced from nine to eight upon Mr. Korn’s resignation
on May 22, 2017.

Special Note Regarding Forward-Looking
Statements

This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking
statements may be identified by a reference to a future period or
by use of forward-looking terminology.

Forward-looking statements by their nature address matters that
are, to different degrees, uncertain. Our business has been
undergoing substantial change, which has magnified such
uncertainties. Readers should bear these factors in mind when
considering such statements and should not place undue reliance
on such statements. Forward-looking statements involve a number
of assumptions, risks and uncertainties that could cause actual
results to differ materially. In the past, actual results have
differed from those suggested by forward-looking statements and
this may happen again.

Important factors that could cause actual results to differ
materially from those suggested by the forward-looking statements
include, but are not limited to, the risks detailed in Ocwen’s
reports and filings with the SEC, including its Annual Report on
Form 10-K for the year ended December 31, 2016 and any periodic
or current reports since such date. Anyone wishing to understand
Ocwen’s business should review its SEC filings. Ocwen’s
forward-looking statements speak only as of the date they are
made and we disclaim any obligation to update or revise
forward-looking statements whether as a result of new
information, future events or otherwise. Ocwen may post
information that is important to investors on our website.

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 down -0.01 at 4.87 with 3,196,451 shares trading hands.