Walter Investment Management Corp. (NYSE:WAC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Walter Investment Management Corp. (NYSE:WAC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(e) On May17, 2017, Walter Investment Management Corp. (the
Company) held its Annual Meeting of Stockholders (the Annual
Meeting) at which the Companys stockholders approved, among other
things, the Walter Investment Management Corp. 2017 Omnibus
Incentive Plan (the 2017 Plan) which had previously been approved
by the Board of Directors of the Company (the Board), subject to
stockholder approval. The results of the stockholder vote on the
2017 Plan are set forth below under Item5.07 of this Current
Report on Form 8-K.

The material terms of the 2017 Plan are described in the Companys
definitive proxy statement for the Annual Meeting filed with the
Securities Exchange Commission on April5, 2017 (the Proxy
Statement) under Proposal No.4 Approval of the Walter Investment
Management Corp. 2017 Omnibus Incentive PlanDescription of the
2017 Omnibus Incentive Plan, which description is incorporated
herein by reference as Exhibit 99.1 to this Current Report on
Form 8-K. Such description is qualified in its entirety by
reference to the text of the 2017 Plan, a copy of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K.

Item5.07. Submission of Matters to a Vote of Security
Holders.

The Company held the Annual Meeting on May17, 2017. For more
information on the following proposals submitted to a vote of
stockholders at the Annual Meeting, see the Proxy Statement. The
final results for each of such proposals are as follows:

Proposal 1 Election of Directors.

Stockholders elected the eight director nominees listed below to
serve as members of the Board of Directors of the Company until
the next annual meeting of stockholders, or until such directors
earlier death, resignation or removal. The voting results for
each nominee were as follows:

Director		For			Against			Abstain			BrokerNon-Votes
George M. Awad			27,162,210				307,240				139,032			6,495,024
Daniel G. Beltzman			24,265,923				3,204,432				138,127			6,495,024
MichaelM.Bhaskaran			27,200,657				268,727				139,098			6,495,024
Alvaro G. de Molina			24,704,587				2,765,637				138,258			6,495,024
Neal P. Goldman			27,000,943				468,507				139,032			6,495,024
William J. Meurer			27,035,625				434,824				138,033			6,495,024
Vadim Perelman			24,655,271				2,814,478				138,733			6,495,024
Anthony N. Renzi			27,161,392				148,648				298,442			6,495,024

Proposal 2 Advisory Vote on 2016 Compensation of Named
Executive Officers.

Stockholders approved, on a non-binding, advisory basis, the
compensation of the Companys named executive officers for 2016.
The voting results were as follows:

Proposal 3 Advisory Vote on the Frequency of Submission
of Executive Compensation Advisory Vote.

Stockholders approved, on a non-binding, advisory basis, that an
advisory vote on the compensation of the Companys named executive
officers should be submitted to stockholders every 1 year. The
voting results were as follows:

1 Year		2 Years		3 Years		Abstain		BrokerNon-Votes
27,345,996		12,356		106,240		143,890		6,495,024

Proposal 4 Approval of the Walter Investment Management
Corp. 2017 Omnibus Incentive Plan.

Stockholders approved the 2017 Plan. The voting results were as
follows:

For		Against		Abstain		BrokerNon-Votes
23,904,053		3,562,283		142,146		6,495,024

Proposal 5 Ratification of Appointment of the Independent
Registered Public Accounting Firm.

Stockholders ratified the appointment of Ernst Young LLP as the
Companys independent registered public accounting firm for 2017.
The voting results were as follows:

For		Against		Abstain
33,628,934		338,682		135,890

Additionally, after reviewing the voting results of Proposal No.3
described above, the Board of Directors has determined that the
Company will continue to hold an advisory shareholder vote on the
compensation of its named executive officers every 1 year.

Item9.01. Financial Statements and Exhibits.

(d)

Exhibits.

ExhibitNo.		Description
10.1		Walter Investment Management Corp. 2017 Omnibus Incentive Plan.
99.1		The section of the Proxy Statement entitled Proposal No. 4 Approval of the Walter Investment Management Corp. 2017 Omnibus Incentive PlanDescription of the 2017 Omnibus Incentive Plan is incorporated herein by reference from the Proxy Statement.

About Walter Investment Management Corp. (NYSE:WAC)
Walter Investment Management Corp. is a diversified mortgage banking firm focused primarily on the servicing and origination of residential loans, including reverse loans. The Company operates through three segments: Servicing, Originations and Reverse Mortgage. The Servicing segment consists of operations that perform servicing for third-party credit owners of mortgage loans, as well as its own mortgage loan portfolio. The Servicing segment also includes Insurance, and Loans and Residuals businesses. The Originations segment consists of operations that originate and purchase mortgage loans that are intended for sale to third parties. The Reverse Mortgage segment consists of operations which purchases and originates home equity conversion mortgage that are securitized, but remain on the consolidated balance sheet as collateral for secured borrowings. Walter Investment Management Corp. (NYSE:WAC) Recent Trading Information
Walter Investment Management Corp. (NYSE:WAC) closed its last trading session up +0.01 at 1.58 with 314,174 shares trading hands.