PHH CORPORATION (NYSE:PHH) 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.
At a Special Meeting of Stockholders of PHH Corporation (PHH or
the Company) held on Wednesday, May31, 2017, at 10:00 a.m., local
time (the Special Meeting), stockholders holding 47,931,516
shares of the Companys common stock, par value $0.01 per share,
were present, in person or by proxy, representing approximately
89.4% of the 53,612,270 shares of the Companys common stock that
were issued and outstanding as of March10, 2017, the record date
for the Special Meeting.
At the Special Meeting, the Companys stockholders approved
(i)(a)the sale of the Companys portfolio of Mortgage Servicing
Rights (MSRs), as of October31, 2016 (excluding the Companys
Ginnie Mae MSRs that were part of a sale transaction with
Lakeview Loan Servicing, LLC announced in November2016, the MSR
Portfolio), together with all servicing advances related to the
MSR Portfolio, to New Residential Mortgage LLC (New Residential),
to the agreement for the purchase and sale of servicing rights,
dated as of December28, 2016, by and between New Residential, PHH
Mortgage Corporation and, solely for the purposes set forth
therein, the Company (the MSR Sale; such proposal, the MSR Sale
Sub-Proposal) and (b)the sale of certain assets and liabilities
of PHH Home Loans, LLC (PHH Home Loans) to Guaranteed Rate
Affinity, LLC (GRA), to the asset purchase agreement dated as of
February15, 2017 by and between GRA, PHH Home Loans and RMR
Financial, LLC and the Company (the Home Loans Asset Sale; such
proposal, the Home Loans Asset Sale Sub-Proposal), (ii)on an
advisory (non-binding) basis, the compensation of the named
executive officers of the Company based on or that otherwise
relates to the MSR Sale and the Home Loans Asset Sale, as
disclosed to Item 402(t)of Regulation S-K (the
Transactions-Related Compensation Proposal) and (iv)any
adjournment or postponement of the Special Meeting to another
date, time or place if necessary or appropriate, for the purpose
of soliciting additional proxies for the proposals to be acted
upon at the Special Meeting (the Adjournment Proposal). The
proposals are described in further detail in the Companys
definitive proxy statement for the Special Meeting filed with the
Securities and Exchange Commission on Schedule 14A on May4, 2017.
Votes cast at the Special Meeting were as follows:
|
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
|
|
MSR Sale Sub-Proposal |
47,524,081 |
14,836 |
392,599 |
|
|||||
|
Home Loans Asset Sale Sub-Proposal |
47,530,289 |
14,948 |
386,279 |
|
|||||
|
Transactions-Related Compensation Proposal |
32,533,396 |
15,009,234 |
388,886 |
|
|||||
|
Adjournment Proposal |
45,461,046 |
2,232,819 |
237,651 |
|
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. PHH CORPORATION (NYSE:PHH) Recent Trading Information
PHH CORPORATION (NYSE:PHH) closed its last trading session down -0.08 at 13.45 with 644,274 shares trading hands.