Flagstar Financial Inc.

06/06/2025 | Press release | Distributed by Public on 06/06/2025 10:24

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders
(a) The annual meeting of shareholders (the "Meeting") of Flagstar Financial, Inc. (the "Company") was held on Wednesday, June 4, 2025, virtually via webcast, pursuant to notice duly given.
(b) At the close of business on April 7, 2025, the record date for the determination of shareholders entitled to vote at the Meeting, there were 415,074,297 outstanding shares of the Company's common stock, each share being entitled to vote, constituting all of the outstanding voting securities of the Company.
(c) At the Meeting, the holders of 362,876,787 shares of the Company's common stock were represented in person or by proxy constituting a quorum.
(d) The matters considered and voted on by the Company's shareholders at the Meeting, and the vote itself, were as follows:
1)The following individuals were elected as directors, each for a three-year term, by the following vote:
Name Shares Voted For Shares Voted Against Abstentions
Brian R. Callanan 291,077,900 2,330,748 549,286
Marshall Lux 267,303,804 25,680,310 973,820
Allen C. Puwalski 289,297,028 4,101,350 559,556
There were 68,918,853 broker non-votes on this proposal.
2)The appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025 was ratified by the following vote:
Shares Voted For Shares Voted Against Abstentions
359,120,362 3,112,618 643,807
There were 0 broker non-votes on this proposal.
3)The results of the vote to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers were as follows:
Shares Voted For Shares Voted Against Abstentions
260,494,962 32,107,185 1,355,787
There were 68,918,853 broker non-votes on this proposal.
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