WMIH Corp. (NASDAQ:WMIH) 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 Principal Officers; Election of |
On March 16, 2017, at a meeting of the Nominating and Corporate
Governance Committee (Nominating Committee) of the Board of
Directors (the Board) of WMIH Corp. (the Company), three of the
Companys nine directors, separately advised the Nominating
Committee and the Board of their decision not to stand for
re-election at the Companys upcoming 2017 annual meeting of
stockholders (2017 Annual Meeting) as follows:Eugene I. Davis,
the non-executive Chairman of the Board and a member of the
Nominating Committee and the Compensation Committee who has
served on the Board since March 2012; Paul E. Raether, a
non-executive director who has served on the Board since May
2015; and Thomas L. Fairfield, an executive director, who has
served on the Board since May 2015.Each will continue to serve on
the Board and any current Board committee positions until the
2017 Annual Meeting.
Each of Messrs. Davis, Raether and Fairfield have confirmed that
their decision not to stand for re-election is not the result of
any disagreement with the Company on any matter relating to the
Companys operations, policies or practices, or for any of the
other reasons requiring further disclosure under Item 5.02(a) of
Form 8-K.
During an Investor Call held by the Company on March 21, 2017,
the Company announced that the Nominating Committee intends to
recommend to the Board that Chris Harrington, of Kohlberg Kravis
Roberts Co. (KKR) be nominated to replace Mr. Raether. Mr.
Harrington is a senior member of KKRs financial services team and
he spends a considerable amount of time working with WMIH helping
in the search for an acquisition.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
Number |
Exhibit |
99.1 |
Letter from Eugene I. Davis, dated March 16, 2017. |
99.2 |
Letter from Paul E. Raether, dated March 16, 2017. |
99.3 |
Letter from Thomas L. Fairfield, dated March 16, 2017. |
Cautionary Statement Regarding Forward-Looking Statements
This Form 8-K and the exhibits include forward-looking
statements, within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act
of 1933, and Section 21E of the Securities Exchange Act of 1934.
All statements other than statements of historical fact included
in this report that address activities, events, conditions or
developments that we expect, believe or anticipate will or may
occur in the future are forward-looking statements.
Forward-looking statements give our current expectations and
projections relating to our financial condition, results of
operations, plans, objectives, future performance and business
and these statements are not guarantees of future performance.
These statements can be identified by the fact that they do not
relate strictly to historical or current facts. Forward-looking
statements may include the words anticipate, estimate, expect,
project, intend, plan, believe, strategy, future, opportunity,
may, should, will, would, will be, will continue, will likely
result, and similar expressions. Such forward-looking statements
involve risks and uncertainties that may cause actual events,
results or performance to differ materially from those indicated
by such statements. These risks are identified and discussed in
the Companys Form 10-K for the year ended December 31, 2016 under
Risk Factors in Part I, Item 1A. These risk factors will be
important to consider in determining future results and should be
reviewed in their entirety. These forward-looking statements are
expressed in good faith and we believe there is a reasonable
basis for them. However, there can be no assurance that the
events, results or trends identified in these forward-looking
statements will occur or be achieved. Forward-looking statements
speak only as of the date they are made, and we do not undertake
to update any forward-looking statement, except as required by
law. Readers should carefully review the statements set forth in
the reports, which the Company has filed or will file from time
to time with the Securities and Exchange Commission.
WMIH Corp. (NASDAQ:WMIH) Recent Trading Information
WMIH Corp. (NASDAQ:WMIH) closed its last trading session 00.00 at 1.40 with 904,736 shares trading hands.