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, May 31, 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 March 10, 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 October 31, 2016 (excluding the Companys Ginnie Mae MSRs that were part of a sale transaction with Lakeview Loan Servicing, LLC announced in November 2016, the MSR Portfolio), together with all servicing advances related to the MSR Portfolio, to New Residential Mortgage LLC (New Residential), pursuant to the agreement for the purchase and sale of servicing rights, dated as of December 28, 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), pursuant to the asset purchase agreement dated as of February 15, 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 pursuant 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 May 4, 2017.
Votes cast at the Special Meeting were as follows:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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MSR Sale Sub-Proposal
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47,524,081
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14,836
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392,599
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Home Loans Asset Sale Sub-Proposal
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47,530,289
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14,948
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386,279
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Transactions-Related Compensation Proposal
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32,533,396
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15,009,234
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388,886
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Adjournment Proposal
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45,461,046
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2,232,819
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237,651
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