Flagstar Financial Inc.
10/16/2025 | Press release | Distributed by Public on 10/16/2025 13:50
Proxy Results (Form 8-K)
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) The special meeting of shareholders (the "Meeting") of Flagstar Financial, Inc. (the "Company") was held on Wednesday, October 15, 2025, virtually via webcast, pursuant to notice duly given.
(b) At the close of business on August 18, 2025, the record date for the determination of shareholders entitled to vote at the Meeting, there were 415,561,180 outstanding shares of the Company's common stock, each share being entitled to vote, constituting all of the outstanding voting securities of the Company.
(c) At the Meeting, the holders of 324,632,828 (78.11%) shares of the Company's common stock were represented in person or by proxy, constituting a quorum.
(d) The matters considered and voted on by the Company's shareholders at the Meeting, and the vote itself, were as follows:
1)Approval and adoption of the Amended and Restated Agreement and Plan of Merger, dated as of August 22, 2025, by and between the Company and its wholly-owned bank subsidiary, Flagstar Bank, N.A. (the ''Bank''), as such agreement may be amended from time to time, referred to as the ''plan of merger,'' effecting an internal corporate reorganization in which the Company will be merged with and into the Bank, with the Bank continuing as the surviving entity (the "Merger Proposal"):
| Shares Voted For | Shares Voted Against | Abstentions | ||||||
| 323,484,538 | 697,949 | 450,341 | ||||||
There were 0 broker non-votes on this proposal.
2)Approval of the conversion of the Company into an interim federal savings association to be called Flagstar Financial, Federal Savings Association, immediately prior to the merger (the "Conversion Proposal"):
| Shares Voted For | Shares Voted Against | Abstentions | ||||||
| 323,457,796 | 724,931 | 450,101 | ||||||
There were 0 broker non-votes on this proposal.
(e) The shareholders of the Company also considered and voted on a proposal to authorize the Company's board of directors or an authorized committee thereof to adjourn or postpone the Meeting to a later date, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the Merger Proposal or the Conversion Proposal, or both proposals, or to vote on other matters properly brought before such Meeting (the "Adjournment Proposal"). Because the Merger Proposal and the Conversion Proposal were both approved, the Adjournment Proposal was rendered moot and the results of the vote on the Adjournment Proposal were not announced at the Meeting.
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