PennyMac Financial Services, Inc. (NYSE:PFSI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Directors.On July 19, 2017, the Board of Directors (the “Board”) of PennyMac Financial Services, Inc. (the “Company”) approved an increase in the size of the Board from nine to ten directors and, in connection with such increase, elected Theodore W. Tozer to fill the vacancy, effective as of August 1, 2017. Mr. Tozer has not been appointed to serve on any committees of the Board at this time and will serve until the Company’s nextannual meeting of stockholdersand until his successor is duly elected and qualified or until his earlier death, resignation or removal.
Mr. Tozer served as the President of the Government National Mortgage Association (“Ginnie Mae”) from February 2010 to January 2017.Before joining Ginnie Mae, Mr. Tozer served as Senior Vice President of Capital Markets at National City Mortgage Company.He also has served as a charter member of the National Lender Advisory Boards of both Fannie Mae and Freddie Mac, chairman of the Capital Markets Committee of the Mortgage Bankers Association of America (MBA), and as a member of the Residential Board of Governors of the MBA. Mr. Tozer received a B.S. degree in Accounting and Finance from Indiana University in 1979, and is a Certified Public Accountant and a Certified Management Accountant.
In consideration for his services as a director, Mr. Tozer will be entitled to receive compensation on the same terms and in the same amounts as the other independent directors.Accordingly, Mr. Tozer will receive an annual base retainer of $75,000, as well as additional annual committee retainers for any Board committees on which he later serves as a member.In connection with his election to the Board, Mr. Tozer will receive a one-time equity grant of $97,000 in restricted stock units under the Company’s equity incentive plan(with such amount to be prorated based on days of serviceon the Board during the annual equity award cycle). One-third of such restricted stock units shall vest on each of the first, second and third anniversaries of the grant date, subject to continued service through each vesting date. Each such restricted stock unit represents a contingent right to receive one share of the Company’s Class A common stock upon settlement.
In connection with his election, the Company will enter into an indemnification agreement with Mr. Tozer in the same form that the Company has entered into with its other directors.There are no other arrangements or understandings to which Mr. Tozer was elected as a director, and there are no related party transactions between the Company and Mr. Tozer.
Item 5.02. Other Events.
On July 19, 2017, the Company also issued a press release announcing the election of Mr. Tozer as referenced in Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 5.02Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit No. |
Description |
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99.1 |
Press release, dated July 19, 2017, issued by PennyMac Financial Services, Inc., pertaining to the election of Theodore W. Tozer as director |