Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of Flagstar Bancorp, Inc. (the "Company") was held on May 24, 2022 (the "Annual Meeting"). A total of 43,345,156 shares of common stock were represented in person or by proxy, for 81.42 percent of the 53,236,067 shares of common stock outstanding on April 1, 2022, the record date. The final voting results of the three proposals presented to the Company's shareholders at the Annual Meeting were as follows:

(i)the election of the ten director nominees:



          Name                   For            Against        Abstain       Broker Non-Vote
Alessandro P. DiNello         38,988,564        158,286        29,928           4,168,378
Jay J. Hansen                 38,216,596        925,504        34,678           4,168,378
Toan Huynh                    39,019,504        120,237        37,037           4,168,378
Lori Jordan                   38,803,445        338,037        35,296           4,168,378
John D. Lewis                 38,755,990        385,116        35,672           4,168,378
Bruce E. Nyberg               38,967,997        173,335        35,446           4,168,378
James A. Ovenden              38,461,976        678,820        35,982           4,168,378
Peter Schoels                 39,019,867        118,250        38,661           4,168,378
David L. Treadwell            38,579,969        561,047        35,762           4,168,378
Jennifer R. Whip              38,104,045       1,038,659       34,074           4,168,378

(ii)to ratify the appointment of PricewaterhouseCoopers, LLP as the Company's independent registered public accountants for the year ending December 31, 2022.



                      For            Against        Abstain       Broker Non-Vote
                   43,270,063        41,855         33,238               -



(iii) to adopt an advisory (non-binding) resolution to approve named executive
officer compensation.

     For            Against        Abstain       Broker Non-Vote
  38,408,060        702,046        66,672           4,168,378

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