(Registrant’s telephone number, including area code)
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Item
5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 12, 2016, Nationstar Mortgage Holdings Inc. (the "Company") held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company's stockholders approved the Company’s Second Amended and Restated 2012 Incentive Compensation Plan (the "Incentive Plan"). The Incentive Plan had been previously approved by the
Company’s Board of Directors, subject to stockholder approval.
The material features of the Incentive Plan are described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2016 (the "Proxy Statement"). The description of the Incentive Plan included in the Proxy Statement is incorporated by reference herein. The description of the Incentive Plan is qualified in its entirety by reference to the full text of the Incentive Plan, a copy of which is attached as Exhibit 10.1.
Item 5.07
Submission
of Matters to a Vote of Security Holders.
As indicated above, the Company's Annual Meeting was held on May 12, 2016. Results with respect to proposals submitted at the Annual Meeting were as follows:
Proposal 1: Election of directors
Stockholders elected two directors to serve terms expiring at the Company’s annual meeting of stockholders to be held in 2019.
Nominee
Votes
For
Votes Withheld
Broker Non-Votes
Roy A. Guthrie
90,842,331
1,509,493
5,149,925
Michael D. Malone
90, 423,977
1,927,847
5,149,925
Proposal 2: Ratification of appointment of independent registered public accounting
firm
Stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016.
Votes For
Votes Against
Abstentions
97,304,453
94,362
102,934
Proposal
3: Approval of the Second Amended and Restated 2012 Incentive Compensation Plan
Stockholders approved the Second Amended and Restated 2012 Incentive Compensation Plan.
Votes For
Votes Against
Abstentions
Broker Non-Votes
75,375,834
16,881,187
94,803
5,149,925
Item
9.01(d) Exhibits
Financial Statements and Exhibits.
Exhibit No.
Exhibit Description
10.1
Nationstar Mortgage Holdings Inc. Second Amended and Restated 2012 Incentive Compensation Plan, effective May 12, 2016.
SIGNATURES
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.
