Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 24, 2022, PennyMac Financial Services, Inc. (the "Company") held its
Annual Meeting of Stockholders (the "Meeting") for the purpose of: (i) electing
eleven (11) director nominees to serve on the Board of Directors (the "Board"),
each for a one-year term expiring at the 2023 Annual Meeting of Stockholders;
(ii) ratifying the appointment of Deloitte & Touche LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2022; (iii) approving the Company's 2022 Equity Incentive Plan; and
(iv) approving, by non-binding vote, the Company's executive compensation. The
total number of shares of common stock entitled to vote as of the record date
was 55,370,930, of which 50,414,522 votes, or 91.0%, were present in person or
by proxy.
Proposal 1: The election of eleven (11) director nominees to serve on the Board,
each for a one-year term expiring at the 2023 Annual Meeting of Stockholders.
Trustee Votes For Votes Against Abstentions Broker Non-Votes
David A. Spector 43,483,441 615,320 3,300 6,312,461
James K. Hunt 40,723,296 3,374,121 4,644 6,312,461
Jonathon S. Jacobson 43,897,689 199,730 4,642 6,312,461
Patrick Kinsella 44,063,319 34,099 4,643 6,312,461
Anne D. McCallion 44,064,836 34,410 2,815 6,312,461
Joseph Mazzella 43,897,442 199,977 4,642 6,312,461
Farhad Nanji
41,251,583 2,845,921 4,557 6,312,461
Jeffrey A. Perlowitz 41,295,590 2,801,757 4,714 6,312,461
Lisa M. Shalett 43,902,366 195,081 4,614 6,312,461
Theodore W. Tozer 44,062,971 34,347 4,743 6,312,461
Emily Youssouf 44,062,662 34,807 4,592 6,312,461
All director nominees were elected.
Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as
independent registered public accounting firm for the Company for the fiscal
year ending December 31, 2022.
Votes For Votes Against Abstentions Broker Non-Votes
50,241,891 164,068 8,563
0
Proposal 3: Approval of the Company's 2022 Equity Incentive Plan.
Votes For Votes Against Abstentions Broker Non-Votes
25,655,571 18,438,960 7,530 6,312,461
Proposal 4: Approval, by non-binding vote, of the Company's executive
compensation.
Votes For Votes Against Abstentions Broker Non-Votes
43,512,536 578,870 10,655 6,312,461
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