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): June 8, 2011
PHH CORPORATION
(Exact name of registrant as specified in its charter)
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MARYLAND
(State or other jurisdiction
of incorporation)
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1-7797
(Commission File Number)
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52-0551284
(IRS Employer
Identification No.) |
3000 Leadenhall Road
Mt. Laurel, New Jersey 08054
(Address of principal executive offices, including zip code)
(856) 917-1744
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.07. |
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Submission of Matters to a Vote of Security Holders. |
On June 8, 2011, PHH Corporation (the “Company”) held its 2011 Annual Meeting of Stockholders (the
“2011 Annual Meeting”). Stockholders holding 53,224,343 shares of the Company’s common stock were
present, in person or by proxy, at the 2011 Annual Meeting, representing approximately 94.76% of
the 56,167,692 shares of the Company’s common stock that were issued and outstanding as of March
23, 2011, the record date for the 2011 Annual Meeting.
At the 2011 Annual Meeting, the Company’s stockholders (i) elected Messrs. James W. Brinkley and
Jerome J. Selitto as Class III directors, each to serve until the 2014 Annual Meeting of
Stockholders and until their respective successors are duly elected and qualified, or until their
earlier death, retirement or resignation (the “Director Election Proposal”), (ii) ratified the
appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2011 (the “Ratification of Auditors Proposal”); (iii)
approved the compensation paid to the Company’s named executive officers as disclosed pursuant to
Item 402 of Regulation S-K (the “Say on Pay Proposal”) and (iv) approved an annual advisory vote on
the compensation paid to the Company’s named executive officers (the “Say When on Pay Proposal”).
Votes cast at the 2011 Annual Meeting were as follows:
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BROKER |
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FOR |
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WITHHELD |
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AGAINST |
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ABSTAIN |
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NON-VOTES |
Director Election Proposal: |
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James W. Brinkley
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50,647,309 |
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491,877 |
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— |
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— |
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2,085,157 |
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Jerome J. Selitto
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50,692,292 |
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446,894 |
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2,085,157 |
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Ratification of Auditors
Proposal:
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53,015,080 |
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199,900 |
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9,363 |
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Say on Pay Proposal:
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50,114,324 |
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283,940 |
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740,922 |
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2,085,157 |
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BROKER |
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1 YEAR |
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2 YEAR |
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3 YEAR |
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ABSTAIN |
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NON-VOTES |
Say When on Pay Proposal:
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45,286,814 |
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24,851 |
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5,102,900 |
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724,621 |
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2,085,157 |
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In consideration of the voting results concerning the Say When on Pay Proposal, the Company’s Board
of Directors has determined to hold annual advisory votes on the compensation paid to the Company’s
named executive officers until the next required vote in 2017 on the frequency of shareholder votes
on the compensation of executives.