Form8-KReAnnualMeeting
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K
 
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  September 24, 2012
 
(Exact name of registrant as specified in its charter)
 
Michigan
1-16577
38-3150651
(State or other jurisdiction of
incorporation)
(Commission File
Number)
(I.R.S. Employer
Identification No.)
 
5151 Corporate Drive, Troy, Michigan
48098
(Address of principal executive offices)
(Zip Code)
 
(248) 312-2000
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 





Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of Flagstar Bancorp, Inc. (the “Company”) was held on September 24, 2012 (the “Annual Meeting”). A total of 520,821,008 shares of common stock were represented in person or by proxy, for 93.3% of the 557,993,063 shares of common stock outstanding on August 14, 2012, the record date. The results of the four proposals presented to the Company’s stockholders at the Annual Meeting were as follows:

(i) elected the nine director nominees:
Name
 
For
 
Withheld
 
Broker Non-Vote
 
 
 
 
 
 
 
Joseph P. Campanelli

 
404,059,128

 
29,883,683

 
86,878,197

Walter Carter

 
403,989,298

 
29,953,513

 
86,878,197

Gregory Eng

 
399,077,232

 
34,865,579

 
86,878,197

Jay J. Hansen

 
423,814,526

 
10,128,285

 
86,878,197

David J. Matlin

 
399,125,115

 
34,817,696

 
86,878,197

James A. Ovenden

 
430,987,663

 
2,955,148

 
86,878,197

Peter Schoels

 
411,244,782

 
22,698,029

 
86,878,197

Michael J. Shonka

 
427,137,186

 
6,805,625

 
86,878,197

David L. Treadwell

 
423,760,370

 
10,182,441

 
86,878,197


Mr. Schoels was elected by stockholders subject to receipt of non-objection from the Board of Governors of the Federal Reserve System.

(ii) granted to the board of directors discretionary authority to approve an amendment to the Company’s amended and restated articles of incorporation to effect a reverse stock split of the Company's authorized, issued and outstanding common stock at any time prior to October 24, 2012, at an exchange ratio of one for ten;
For
 
Against
 
Abstain
 
Broker Non-Vote
 
 
 
 
 
 
 
499,016,593

 
20,633,565

 
1,170,850

 


(iii) ratified the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accountants for the year ending December 31, 2012; and
For
 
Against
 
Abstain
 
Broker Non-Vote
 
 
 
 
 
 
 
514,318,364

 
3,492,714

 
3,009,930

 


(iv) approved, by a non-binding advisory vote, the Company’s executive compensation.
For
 
Against
 
Abstain
 
Broker Non-Vote
 
 
 
 
 
 
 
406,235,805

 
25,124,873

 
2,582,133

 
86,878,197






Item 8.01 Other Events

On September 25, 2012, the Company issued a press release announcing the results of the Annual Meeting and the proposed timing of the reverse stock split. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

                (c) The following exhibits are being furnished herewith:
 
Exhibit No.           Exhibit Description

99.1        Press release of Flagstar Bancorp, Inc. dated September 25, 2012








 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 
 
 
 
FLAGSTAR BANCORP, INC.
 
 
 
 
 
 
 
 
 
Dated: September 27, 2012
 
 
By
/s/ Paul D. Borja
 
 
 
 
 
 
Paul D. Borja
 
 
 
 
 
 
 
Executive Vice-President and Chief Financial Officer