Item 5.07 Submission of Matters to a Vote of Security Holders.

Ocwen Financial Corporation (the Company) held its Annual Meeting of Shareholders on May 27, 2020. Shareholders voted on the five proposals set forth below, which are described in detail in the Company's proxy statement filed with the Securities and Exchange Commission on April 27, 2020.

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       66,898,397   1,650,981      39,832,946
Alan J. Bowers            67,205,214   1,344,164      39,832,946
Jenne K. Britell          66,968,602   1,580,776      39,832,946
Jacques J. Busquet        66,831,757   1,717,621      39,832,946
Glen A. Messina           67,328,362   1,221,016      39,832,946

DeForest B. Soaries, Jr 66,591,801 1,957,577 39,832,946 Kevin Stein

               67,605,395    943,983       39,832,946

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, 2020 based upon the following votes:





For         106,348,312
Against       1,629,995
Abstain         404,017

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                  60,551,498
Against               6,742,083
Abstain               1,255,797
Broker Non-Votes     39,832,946

Proposal Four: Advisory Vote on an Amendment to the Articles of Incorporation to Implement a Reverse Stock Split and Reduce the Number of Authorized Shares

The Company's shareholders approved, on a non-binding advisory basis, an amendment to the Company's Articles of Incorporation to implement a reverse stock split of the Company's issued and outstanding common stock in a ratio between 1-for-5 and 1-for-25 and reduce the number of authorized shares of the Company's common stock by the same proportion as the ratio of our reverse stock split based upon the following votes:





For         105,225,029
Against       2,953,411
Abstain         203,884

The Board will take this advisory approval into consideration as it continues to assess the appropriateness of implementing a reverse stock split and determine the timing and ratio of any such split.

Proposal Five: Adjournment of the Annual Meeting

The Company's shareholders approved an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes at the time of the Annual Meeting to approve Proposal Four based upon the following votes:





For         99,871,782
Against      8,319,825
Abstain        190,717

As there were sufficient votes at the time of the Annual Meeting to approve Proposal Four, no adjournment pursuant to Proposal Five was required.

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