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.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January19, 2017, each of Mark J. OBrien, James L. Pappas and
Shannon E. Smith resigned as a member of the Board of Directors
(the Board) of Walter Investment Management Corp., a Maryland
corporation (the Company), effective the same day. Also on such
date, the Board elected Anthony N. Renzi, the Companys Chief
Executive Officer and President, Michael M. Bhaskaran, Chief
Supply Chain Officer of Staples, Inc., and Neal P. Goldman, the
Managing Member of SAGE Capital Investments, LLC, to serve as
members of the Board.
Mr.Renzis term as a director expires at the Companys 2017 annual
meeting of stockholders (the 2017 Annual Meeting), and Messrs.
Bhaskarans and Goldmans terms as directors expire at the Companys
2018 annual meeting of stockholders.
Mr.Bhaskaran was appointed as a member of the Audit Committee and
Compliance Committee of the Board, and Mr.Goldman was appointed
as the Chair of the Compensation and Human Resources Committee
and as a member of the Audit Committee, Compliance Committee and
Finance Committee of the Board.
The decision by each of Messrs. OBrien and Smith and Dr.Pappas to
resign as a director of the Board was not the result of any
disagreement with the Company on any matter relating to the
Companys operations, policies or practices.
There are no arrangements or understandings between any of
Messrs. Renzi, Bhaskaran or Goldman and any other persons to
which such person was appointed a director.None of Messrs. Renzi,
Bhaskaran or Goldman has a direct or indirect material interest
in any transaction that would require disclosure under Item404(a)
of Regulation S-K.
In accordance with the Companys previously-approved compensation
for non-employee directors, each of Messrs. Bhaskaran and Goldman
will receive a pro rata portion of the annual cash retainer for
service on the Board (currently $75,000) and as a member of the
Audit Committee (currently $15,000) and Compliance Committee
(currently $10,000), in each case based on the period remaining
in the current director compensation year. Mr.Goldman will also
receive a pro rata portion of the annual cash retainer for
service as a member of the Compensation and Human Resources
Committee (currently $10,000) and Chairperson thereof (currently,
$20,000), in each case based on the period remaining in the
current director compensation year. Messrs. Bhaskaran and Goldman
will also receive 10,726 immediately vesting restricted stock
units, which represents a pro rata portion of the annual stock
award for service on the Board previously awarded to non-employee
directors for service during the current director compensation
year. Messrs. Bhaskaran and Goldman will receive the same
insurance, indemnification and expense reimbursement arrangements
as apply to other non-employee directors of the Company. Mr.Renzi
will not receive additional compensation for his service as a
director of the Board.
| Item7.01. | Regulation FD Disclosure. |
On January24, 2017, the Company issued a press release announcing
changes to the Board and the record
date and meeting for the 2017 Annual Meeting. A copy of the press
release is furnished as Exhibit99.1 to this Current Report on
Form8-K and is incorporated into this report by reference.
In accordance with General Instruction B.2 of Form 8-K, the
information being furnished under this Item7.01 to this Current
Report on Form 8-K, including Exhibit 99.1, shall not be deemed
to be filed for purposes of Section18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), or otherwise subject
to the liabilities of that section, nor shall it be deemed
incorporated by reference into any registration statement or
other document filed by the Company under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set
forth by specific reference in such filing.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press Release, dated January24, 2017 |
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 down -0.07 at 3.90 with 203,709 shares trading hands.
