PennyMac Financial Services Reports Officer Changes and Shareholder Votes

Ticker: PFSI · Form: 8-K · Filed: 2024-06-06T00:00:00.000Z

Sentiment: neutral

Topics: corporate-governance, officer-appointment, director-election, shareholder-vote

TL;DR

PennyMac's 8-K details leadership changes, director elections, and upcoming shareholder votes.

AI Summary

PennyMac Financial Services, Inc. filed an 8-K on June 6, 2024, reporting on events that occurred on June 4, 2024. The filing includes information regarding the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements. It also covers the submission of matters to a vote of security holders and includes financial statements and exhibits.

Why It Matters

This filing provides crucial updates on the company's leadership and governance, which can impact investor confidence and strategic direction.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate governance and officer appointments, not indicating immediate financial distress or significant operational shifts.

Key Players & Entities

FAQ

What specific officer positions were affected by the changes reported in this 8-K?

The filing indicates changes related to 'Departure of Directors or Certain Officers' and 'Appointment of Certain Officers', but the specific positions are not detailed in the provided text.

Were there any new directors elected to the board?

Yes, the filing explicitly mentions 'Election of Directors' as an item covered in the report.

What type of compensatory arrangements are being disclosed?

The filing mentions 'Compensatory Arrangements of Certain Officers', but the specific details of these arrangements are not provided in the excerpt.

What matters were submitted to a vote of security holders?

The filing states that 'Submission of Matters to a Vote of Security Holders' is an item reported, but the specific matters are not listed in the provided text.

Does this filing include any new financial statements?

Yes, the filing indicates that 'Financial Statements and Exhibits' are included as part of the report.

Filing Stats: 1,264 words · 5 min read · ~4 pages · Grade level 12.2 · Accepted 2024-06-06 06:02:12

Key Financial Figures

Filing Documents

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) Adoption of a Material Compensatory Plan On June 4, 2024, the Board of Directors of PennyMac Financial Services, Inc. (the "Company") approved and adopted the PennyMac Financial Services, Inc. Executive Deferred Compensation Plan (the "Plan"). The Plan is a non-qualified deferred compensation plan that is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended. Participation in the Plan is voluntary and is limited to a select group of management or highly compensated employees of the Company. The Plan allows for participant deferrals of a minimum of 5% and a maximum of 75% of such participant's annual base compensation and a minimum of 5% and a maximum of 90% of such participant's annual bonus, commission and/or grants of restricted stock units ("RSUs") or performance stock units ("PSUs") under the Company's 2022 Equity Incentive Plan, as may be amended from time to time (the "Equity Plan"). The Plan also permits, but does not require, the Company to make discretionary contributions to participants' Plan accounts. Any RSUs or PSUs deferred under the Plan shall, at the time the RSU or PSU would otherwise vest and become transferable to the Plan participant under the terms of the Equity Plan, but for the election to defer, be reflected on the books of the Company as an unfunded, unsecured promise to deliver to the Participant a specific number of actual shares of common stock in the future. All other deferrals under the Plan shall be paid in cash to the participants. Participants are at all times 100% vested in the amounts credited to their deferral accounts, but Company contributions may be subject to vesting requirements. Each participant's deferred compensation account will be deemed invested in investments selected by the participant from a list of investment funds sele

07 Submission of Matters to a Vote

Item 5.07 Submission of Matters to a Vote of Security Holders. On June 5, 2024, the Company held its Annual Meeting of Stockholders (the "Meeting") for the purpose of: (i) electing twelve (12) director nominees to serve on the Board of Directors (the "Board"), each for a one-year term expiring at the 2025 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, 2024; and (iii) 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 50,920,001, of which 48,585,278 votes, or 95.4%, were present in person or by proxy. Proposal 1: The election of twelve (12) director nominees to serve on the Board, each for a one-year term expiring at the 2025 Annual Meeting of Stockholders. Director Votes For Votes Against Abstentions Broker Non-Votes David A. Spector 43,528,110 730,651 929 4,325,588 James K. Hunt 43,556,356 697,793 5,541 4,325,588 Jonathon S. Jacobson 43,967,154 286,996 5,540 4,325,588 Doug Jones 44,041,873 216,880 937 4,325,588 Patrick Kinsella 44,149,003 108,134 2,553 4,325,588 Anne D. McCallion 44,044,183 214,553 954 4,325,588 Joseph Mazzella 43,855,350 398,773 5,567 4,325,588 Farhad Nanji 43,881,089 376,027 2,574 4,325,588 Jeffrey A. Perlowitz 44,195,024 62,100 2,566 4,325,588 Lisa M. Shalett 43,181,192 1,075,941 2,557 4,325,588 Theodore W. Tozer 44,220,311 36,816 2,563 4,325,588 Emily Youssouf 44,182,546 74,576 2,568 4,325,588 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, 2024. Votes For Votes Against Abstentions Broker Non-Votes 48,432,039 152,434 805 0 Proposal 3: Approval, by non-binding vote, of the Company's exe

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 PennyMac Financial Services, Inc. Executive Deferred Compensation Plan (incorporated by reference to Exhibit 99.1 of the Company's Form S-8 filed on June 5, 2024) 104* Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PENNYMAC FINANCIAL SERVICES, INC. Date: June 5, 2024 /s/ Daniel S. Perotti Daniel S. Perotti Senior Managing Director and Chief Financial Officer

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