OCWEN FINANCIAL CORPORATION 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
The following summary of the 2021 Plan is qualified in its entirety by reference to the text of the 2021 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
2021 Plan. The Board has delegated general administrative authority for the 2021
Plan to the
Persons eligible to receive awards under the 2021 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 2021 Plan equals:
(1) 490,000 shares, plus (2) up to 599,443 shares, which represents the number
of shares (after taking into account the premium share-counting rule discussed
below) underlying restricted stock unit awards outstanding under the
Shares issued in respect of any "full-value award" (any award other than a stock option or stock appreciation right) granted under the 2021 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 2021 Plan, 120 shares would be charged against the share limit with respect to that award.
Shares that are subject to or underlie full-value awards granted under the 2021 Plan which expire or for any reason are cancelled, terminated, or forfeited, fail to vest, or for any other reason are not paid or delivered under the 2021 Plan will not be counted against the plan's share limit and will be available for subsequent awards under the 2021 Plan. Shares that underlie stock options or stock appreciation rights that expire or for any reason are cancelled, terminated, or forfeited, fail to vest, or for any other reason are not paid or delivered under the 2021 Plan will be counted against the plan's share limit and will not be available for subsequent awards under the 2021 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 2021 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 2021 Plan (with any such shares taken into account based on the premium share-counting rule discussed above for full-value awards). 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 2021 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 2021 Plan. To the extent that an award granted under the 2021 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 2021 Plan. In the event that shares are delivered in respect of a dividend equivalent right granted under the 2021 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 2021 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 2021 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 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 2021 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
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 shall be elected and qualified based upon the following votes:
Nominee For Withheld Broker Non-Votes Phyllis R. Caldwell 4,118,705 48,004 2,401,465 Alan J. Bowers 4,121,613 45,096 2,401,465 Jenne K. Britell 4,105,063 61,646 2,401,465 Jacques J. Busquet 4,099,104 67,605 2,401,465 Glen A. Messina 4,122,205 44,504 2,401,465 DeForest B. Soaries, Jr. 4,096,342 70,367 2,401,465 Kevin Stein 4,040,800 125,909 2,401,465
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
For 6,384,617 Against 176,168 Abstain 7,389
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 3,891,289 Against 81,686 Abstain 193,734 Broker Non-Votes 2,401,465
Proposal Four: Approval of the
The Company's shareholders approved the
For 3,870,506 Against 102,918 Abstain 193,285 Broker Non-Votes 2,401,465
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.1Ocwen Financial Corporation 2021 Equity Incentive Plan 104 Cover Page Interactive Data File formatted in online XBRL (included as Exhibit 101)
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