Item 5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The Board
of Directors (the “Board”) of Ocwen Financial Corporation (the “Company”) adopted the Ocwen Financial
Corporation 2017 Performance Incentive Plan (the “2017 Plan”) on April 6, 2017, subject to shareholder approval of
the 2017 Plan. As disclosed in Item 5.07 of this Form 8-K, the Company’s shareholders have approved the 2017 Plan.
The following
summary of the 2017 Plan is qualified in its entirety by reference to the text of the 2017 Plan, which is filed as Exhibit 10.1
hereto and incorporated herein by reference.
The Board
or one or more committees appointed by the Board will administer the 2017 Plan. The Board has delegated general administrative
authority for the 2017 Plan to the Compensation Committee of the Board. The administrator of the 2017 Plan has broad authority
under the 2017 Plan to, among other things, select participants and determine the types of awards that they are to receive, and
determine the number of shares that are to be subject to awards and the terms and conditions of awards, including the price (if
any) to be paid for the shares or the award.
Persons
eligible to receive awards under the 2017 Plan include directors of the Company, officers or employees of the Company or any of
its subsidiaries, and certain consultants and advisors to the Company or any of its subsidiaries.
The maximum
number of shares of the Company’s common stock (the “Common Stock”) that may be issued or transferred pursuant
to awards under the 2017 Plan equals: (1) 670,000 shares, plus (2) 3,717,973 (which represents the number of shares that were
available for additional award grant purposes under the Ocwen Financial Corporation 2007 Equity Incentive Plan (the “2007
Plan”) immediately prior to the termination of the authority to grant new awards under the 2007 Plan as of May 24, 2017,
the date of shareholder approval of the 2017 Plan), plus (3) the number of any shares subject to stock options granted under the
2007 Plan and outstanding as of May 24, 2017 which expire, or for any reason are cancelled or terminated, after that date without
being exercised, plus (4) the number of any shares subject to restricted stock and restricted stock unit awards granted under
the 2007 Plan that are outstanding and unvested as of May 24, 2017 which are forfeited, terminated, cancelled, or otherwise reacquired
after that date without having become vested (with such any shares taken into account based on the premium share-counting rule
discussed below for “full-value awards”).
Shares
issued in respect of any “full-value award” granted under the 2017 Plan will be counted against the share limit described
in the preceding paragraph as 1.2 shares for each share actually issued in connection with the award. For example, if the Company
granted 100 shares of Common Stock under the 2017 Plan, 120 shares would be charged against the share limit with respect to that
award. For this purpose, a “full-value award” means any award granted under the plan other than a stock option or
stock appreciation right.
Except
as described in the next sentence, shares that are subject to or underlie awards granted under the 2017 Plan which expire or for
any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under the
2017 Plan will not be counted against the plan’s share limit and will be available for subsequent awards under the 2017
Plan. Shares that are exchanged by a participant or withheld by the Company as full or partial payment in connection with
any stock option or stock appreciation right under the 2017 Plan, as well as any shares exchanged by a participant or withheld
by the Company or one of its subsidiaries to satisfy the tax withholding obligations related to any stock option or stock appreciation
right, will be counted against the plan’s share limit and will not be available for subsequent awards under the 2017 Plan. Shares
that are exchanged by a participant or withheld by the Company as full or partial payment in connection with any “full-value
award” under the 2017 Plan, as well as any shares exchanged by a participant or withheld by the Company or one of its subsidiaries
to satisfy the tax withholding obligations related to any “full-value award,” will not be counted against the plan’s
share limit and will be available for subsequent awards under the 2017 Plan (with such any shares taken into account based on
the premium share-counting rule discussed above for “full-value awards”). To the extent that an award granted
under the 2017 Plan is settled in cash or a form other than shares, the shares that would have been delivered had there been no
such cash or other settlement will not be counted against the plan’s share limit and will be available for subsequent awards
under the 2017 Plan. In the event that shares are delivered in respect of a dividend equivalent right granted under the 2017
Plan, the number of shares delivered with respect to the award will be counted against the plan’s share limit (after giving
effect to the premium share-counting rule discussed above). To the extent that shares are delivered pursuant to the exercise
of a stock appreciation right or stock option granted under the 2017 Plan, the number of underlying shares as to which the exercise
related will be counted against the plan’s share limit, as opposed to only counting the shares issued.
The types
of awards that may be granted under the 2017 Plan include stock options, stock appreciation rights, restricted stock, stock units,
stock bonuses and other forms of awards granted or denominated in Common Stock or units of Common Stock, as well as certain cash
bonus awards.
As is customary
in incentive plans of this nature, each share limit and the number and kind of shares available under the 2017 Plan and any outstanding
awards, as well as the exercise or purchase prices of awards, and performance targets under certain types of performance-based
awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits,
stock dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or
distributions of property to the stockholders.
Item 5.07 Submission
of Matters to a Vote of Security Holders.
The Company
held its Annual Meeting of Shareholders on May 24, 2017. Shareholders voted on the five proposals set forth below, which are described
in detail in the Company’s proxy statement dated April 10, 2017.
Proposal One: Election of
Directors
The Company’s
shareholders elected the following nominees for director to serve for one-year terms or until their successors are elected
and qualified based upon the following votes:
Nominee
|
|
For
|
|
|
Withheld
|
|
|
Broker
Non-Votes
|
|
Phyllis R. Caldwell
|
|
|
70,434,927
|
|
|
|
1,006,344
|
|
|
|
37,886,797
|
|
Alan J. Bowers
|
|
|
70,148,809
|
|
|
|
1,292,462
|
|
|
|
37,886,797
|
|
Jacques J. Busquet
|
|
|
70,432,840
|
|
|
|
1,008,431
|
|
|
|
37,886,797
|
|
Ronald M. Faris
|
|
|
67,886,671
|
|
|
|
3,554,600
|
|
|
|
37,886,797
|
|
Carol J. Galante
|
|
|
70,434,457
|
|
|
|
1,006,814
|
|
|
|
37,886,797
|
|
Robert J. Lipstein
|
|
|
70,443,577
|
|
|
|
997,694
|
|
|
|
37,886,797
|
|
Robert A. Salcetti
|
|
|
67,749,692
|
|
|
|
3,691,579
|
|
|
|
37,886,797
|
|
DeForest B. Soaries, Jr.
|
|
|
70,419,255
|
|
|
|
1,022,016
|
|
|
|
37,886,797
|
|
Proposal Two: Ratification,
on an advisory basis, of Appointment of Independent Registered Public Accounting Firm
The Company’s
shareholders ratified, on a non-binding advisory basis, the appointment of Deloitte & Touche LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2017 based upon the following votes:
For
|
|
|
106,151,554
|
|
Against
|
|
|
2,781,724
|
|
Abstain
|
|
|
394,790
|
|
Proposal Three: Advisory Vote
on Named Executive Officer Compensation
The Company’s
shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers based
upon the following votes:
For
|
|
|
68,283,110
|
|
Against
|
|
|
2,005,797
|
|
Abstain
|
|
|
1,152,364
|
|
Broker Non-Votes
|
|
|
37,886,797
|
|
Proposal Four: Advisory Vote on
Frequency of Future Advisory Votes on Named Executive Officer Compensation
The Company’s
shareholders approved, on a non-binding advisory basis, holding future advisory votes on named executive officer compensation
every year based upon the following votes:
One Year
|
|
|
67,282,778
|
|
Two Years
|
|
|
240,097
|
|
Three Years
|
|
|
3,469,866
|
|
Abstain
|
|
|
448,530
|
|
Broker Non-Votes
|
|
|
37,886,797
|
|
The Company determined that
the advisory vote on executive compensation would be held every year until the next vote on the frequency of such advisory vote.
Proposal Five: Approval of
the Ocwen Financial Corporation 2017 Performance Incentive Plan
The Company’s
shareholders approved the Ocwen Financial Corporation 2017 Performance Incentive Plan based upon the following votes:
For
|
|
|
67,406,396
|
|
Against
|
|
|
2,856,675
|
|
Abstain
|
|
|
1,178,200
|
|
Broker Non-Votes
|
|
|
37,886,797
|
|