PHH CORPORATION (NYSE:PHH) 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 Arrangements of Certain Officers
Consulting Agreement with Glen A.
Messina
On June28, 2017, PHH Corporation (the Company) entered into a
consulting agreement (the Consulting Agreement) with Mr.Glen A.
Messina, who stepped down as President and Chief Executive
Officer of the Company and as a member of the Companys Board of
Directors (the Board) effective immediately prior to the 2017
Annual Meeting (as defined below). to the terms of the Consulting
Agreement, Mr.Messina will, as required by the Company from time
to time, (i)support the Companys chief executive officer as
requested to prepare for meetings with the Companys Board,
clients, stockholders, and employees; (ii)review materials for
earnings calls; (iii)support strategic planning efforts;
(iv)participate in internal Company meetings to ensure effective
transition of IT oversight activities and oversight of on-going
regulatory matters; (v)participate in meetings held by the
Companys Board or any committee thereof as requested by the
Chairman of the Board; and (v)provide such other services as may
be reasonably requested by the Company. During the term of the
Consulting Agreement, Mr.Messina will be subject to a number of
covenants in favor of the Company, including confidentiality and
cooperation in proceedings, as well as non-competition and
non-solicitation provisions arising out of a previously executed
restrictive covenant agreement.
The Consulting Agreement provides for an initial term of nine
months. Mr.Messina will receive a total of $75,000 during the
initial term of the Consulting Agreement, payable in monthly
installments, subject to his continued services under the
Consulting Agreement and his compliance with the terms and
conditions thereof. The initial term of the Consulting Agreement
may be extended for three months upon mutual agreement of the
Company and Mr.Messina, and if so extended Mr.Messina would
receive $25,000, payable in monthly installments, subject to his
continued services under the Consulting Agreement and his
compliance with the terms and conditions thereof. Mr.Messina will
be reimbursed for reasonable out-of-pocket expenses incurred by
him in performing the services under the Consulting Agreement.
Mr.Messina will not be eligible for any other benefits or
payments to the Consulting Agreement.
The foregoing summary of the Consulting Agreement is qualified in
its entirety by reference to the Consulting Agreement, which is
filed as Exhibit10.1 to this Current Report on Form8-K and
incorporated in this Item 5.02 by reference.
Appointment of Robert B. Crowl as President and Chief
Executive Officer
As previously disclosed and described in further detail in the
Companys Current Report on Form8-K filed with the United States
Securities and Exchange Commission on March29, 2017, Robert B.
Crowl, 53, assumed the role of President and Chief Executive
Officer of the Company effective as of June28, 2017. Mr.Crowl
served as the Executive Vice President and Chief Financial
Officer of the Company from May3, 2012 until March29, 2017, at
which time he was appointed Executive Vice President and Chief
Operating Officer. Prior to joining the Company, Mr.Crowl served
as Executive Vice President and Chief Financial Officer at Sun
Bancorp,Inc. and its wholly owned subsidiary, Sun National Bank,
since 2010.
As previously disclosed in the Companys Definitive Proxy
Statement for the 2017 Annual Meeting filed with the SEC on
April28, 2017, Mr.Crowl and the Company entered into an
employment agreement that will remain in effect, unless
terminated sooner by either party, through March31, 2018, after
which the term may be extended by mutual agreement. Under his
employment agreement, Mr.Crowl will receive an annual base salary
of $575,000. Mr.Crowl will remain eligible to participate in the
Companys annual management incentive plan, with a 2017 target
award of 125% of his annual base salary earned in 2017, and will
be eligible to receive the 2017-2018 CPIA with a target award of
130% of his annual base salary.
Under his employment agreement, Mr.Crowl is entitled to receive
certain benefits upon termination of employment by the Company
without cause or resignation by Mr.Crowl for good reason, in each
case, subject to his execution of a general release agreement.
These benefits include termination without cause benefits under
the Tier I Plan. If Mr.Crowl is not elected to the Board at the
Annual Meeting, he will continue to act as the Companys Interim
CEO until the earlier of December31, 2017 or the appointment of a
new CEO, and any termination of employment in connection
therewith will be treated as a termination without cause.
Mr.Crowls employment agreement also includes confidentiality
provisions and noncompetition and non-solicitation restrictive
covenants that apply for twelve (12) months following any
termination of employment.
In addition, as previously disclosed in the Companys Definitive
Proxy Statement for the 2017 Annual Meeting filed with the SEC on
April28, 2017, the Company entered into an indemnification
agreement with Mr.Crowl, consistent with the indemnification
agreements entered into with the Companys directors and executive
officers. to such
indemnification agreement, the Company agreed to indemnify and
advance expenses and costs incurred by Mr.Crowl in connection
with any claims, suits or proceedings arising as a result of
his service as a director or officer, to the maximum extent
permitted by law, including third party claims and proceedings
brought by or in right of the Company.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
At the 2017 Annual Meeting of Stockholders of the Company held
on Wednesday, June28, 2017, at 10:00 a.m., local time (the 2017
Annual Meeting), stockholders holding 50,867,594 shares of the
Companys common stock, par value $0.01 per share, were present,
in person or by proxy, representing approximately 94.9% of the
53,612,270 shares of the Companys common stock that were issued
and outstanding as of April28, 2017, the record date for the
2017 Annual Meeting.
At the 2017 Annual Meeting, the Companys stockholders
(i)elected Ms.Jane D. Carlin, Mr.Robert B. Crowl, Mr.James O.
Egan, Mr.James C. Neuhauser, Mr.Charles P. Pizzi, Mr.Kevin
Stein and Mr.Carroll R. Wetzel,Jr., as directors, each to serve
until the 2018 Annual Meeting of Stockholders and until their
respective successors are duly elected and qualified, or until
their earlier death, retirement or resignation (the Director
Election Proposal), (ii)ratified the selection of Deloitte
Touche LLP as the Companys independent registered public
accounting firm for the fiscal year ending December31, 2017
(the Ratification of Auditors Proposal), (iii)did not approve,
on an advisory basis, the compensation paid to the Companys
named executive officers as disclosed to Item 402 of Regulation
S-K (the Say on Pay Proposal) and (iv)indicated their
preference, on an advisory basis, that the advisory vote on the
compensation paid to the Companys named executive officers be
held on an annual basis (the Say on Frequency Proposal).
Votes cast at the 2017 Annual Meeting were as follows:
PROPOSAL NO. 1: DIRECTOR ELECTION
PROPOSAL
|
|
|
For |
|
Withheld |
|
BrokerNon-Votes |
|
Jane D. Carlin |
26,863,140 |
18,521,532 |
5,482,922 |
|||
|
Robert B. Crowl |
45,130,963 |
253,709 |
5,482,922 |
|||
|
James O. Egan |
40,202,014 |
5,182,658 |
5,482,922 |
|||
|
James C. Neuhauser |
45,134,314 |
250,358 |
5,482,922 |
|||
|
Charles P. Pizzi |
25,965,898 |
19,418,774 |
5,482,922 |
|||
|
Kevin Stein |
45,077,504 |
307,168 |
5,482,922 |
|||
|
Carroll R. Wetzel,Jr. |
38,432,719 |
6,951,953 |
5,482,922 |
PROPOSAL NO. 2: RATIFICATION OF AUDITORS
PROPOSAL
|
For |
|
Against |
|
Abstain |
|
50,700,796 |
134,387 |
32,411 |
PROPOSAL NO. 3: SAY ON PAY PROPOSAL
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
16,268,284 |
28,613,250 |
503,138 |
5,482,922 |
PROPOSAL NO. 4: SAY ON FREQUENCY
PROPOSAL
|
1Year |
|
2Years |
|
3Years |
|
Abstain |
|
BrokerNon-Votes |
|
42,061,667 |
3,703 |
3,309,901 |
9,401 |
5,482,922 |
As previously disclosed by the Company in a Current Report on
Form8-K and in the Companys Definitive Proxy Statement for the
2017 Annual Meeting, each filed with the SEC on April28, 2017,
the Company entered into an agreement dated April28, 2017 (the
EJF Agreement) with EJF Capital LLC, EJF Debt Opportunities
Master Fund, L.P. and EJF Debt Opportunities GP, LLC
(collectively, EJF). Based on EJFs amended Schedule 13D filed
March17, 2017, EJF and its affiliates beneficially own an
aggregate of approximately 9.9% of the Companys common stock.
Under the terms of the EJF Agreement, (a)the Company agreed to
nominate Mr.Neuhauser and Mr.Stein for election to the Board at
the 2017 Annual Meeting, subject to the terms of the EJF
Agreement, and (b)EJF agreed to vote the shares of the Companys
common stock that it beneficially owns in favor of the Companys
nominees for election at the 2017 Annual Meeting. In addition,
the Company has agreed to cause each of the Boards committees
to include at least one of Mr.Stein or Mr.Neuhauser during
the applicable commitment period, which is expected to run
until the thirtieth day prior to the deadline for submission of
stockholder nominations and proposals in accordance with the
Companys by-laws for the Companys 2018 annual meeting of
stockholders. The EJF Agreement also subjects EJF to certain
customary standstill provisions during the commitment period.
The cost to the Company of complying with the EJF Agreement was
nominal.
Item 7.01 Regulation FD
Disclosure.
On June28, 2017, following the 2017 Annual Meeting, the Board
determined to continue the existence of the temporary Special
Committee of the Board and approved the following composition
of the Board committees: (i)Audit Committee comprised of
Mr.Wetzel (Chair), Ms.Carlin and Messrs.Egan and Neuhauser;
(ii)Corporate Governance Committee comprised of Ms.Carlin
(Chair) and Messrs.Pizzi and Stein; (iii)Human Capital and
Compensation Committee comprised of Messrs.Pizzi (Chair),
Neuhauser, Stein and Wetzel and (iv)Special Committee comprised
of Ms.Carlin (Chair) and Messrs.Crowl and Stein.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
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ExhibitNo. |
|
Description |
|
10.1 |
Consulting Agreement by and between PHH Corporation and |
Forward-Looking Statements
Certain statements in this Current Report on Form8-K are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Generally, forward
looking-statements are not based on historical facts but
instead represent only our current beliefs regarding future
events. All forward-looking statements are, by their nature,
subject to risks, uncertainties and other factors that could
cause actual results, performance or achievements to differ
materially from those expressed or implied in such
forward-looking statements. Investors are cautioned not to
place undue reliance on these forward-looking statements. Such
statements may be identified by words such as expects,
anticipates, intends, projects, estimates, plans, may increase,
may fluctuate and similar expressions or future or conditional
verbs such as will, should, would, may and could.
You should understand that forward-looking statements are not
guarantees of performance or results and are preliminary in
nature. You should consider the areas of risk described under
the heading Cautionary Note Regarding Forward-Looking
Statements and Risk Factors in our periodic reports filed with
the U.S. Securities and Exchange Commission, including our most
recent Annual Report on Form10-K and Quarterly Reports on
Form10-Q, in connection with any forward-looking statements
that may be made by us or our businesses generally. Such
periodic reports are available in the Investors section of our
website at http://www.phh.com and are also available at
http://www.sec.gov. Except for our ongoing obligations to
disclose material information under the federal securities
laws, applicable stock exchange listing standards and unless
otherwise required by law, we undertake no obligation to
release publicly any updates or revisions to any
forward-looking statements or to report the occurrence or
non-occurrence of anticipated or unanticipated events.
PHH CORP ExhibitEX-10.1 2 a17-15879_1ex10d1.htm EX-10.1 Exhibit 10.1 PHH CORPORATION CONSULTING AGREEMENT THIS AGREEMENT (the Agreement) is made effective as of the 28th day of June 2017 (the Effective Date),…To view the full exhibit click here About PHH CORPORATION (NYSE:PHH)
PHH Corporation (PHH) is a non-bank mortgage originator and servicer of the United States residential mortgage loans. The Company conducts its business through two segments: Mortgage Production and Mortgage Servicing. Its Mortgage Production segment originates, purchases and sells mortgage loans through PHH Mortgage. The Mortgage Production segment includes PHH Home Loans, which is a joint venture that it maintains with Realogy Corporation. The Mortgage Servicing segment services mortgage loans originated by PHH Mortgage and acts as a subservicer for certain clients that own the underlying servicing rights. Through its wholly owned subsidiary, PHH Mortgage Corporation and its subsidiaries (PHH Mortgage), the Company provides outsourced mortgage banking services to various clients, including financial institutions and real estate brokers throughout the United States and are focused on originating, selling, and servicing and subservicing residential mortgage loans.