Edgar Filing: WMI HOLDINGS CORP.

WMI HOLDINGS CORP.

(Registrant)

Date: May 4, 2015

/s/ Charles Edward Smith

Name: Charles Edward Smith

Title: Interim Chief Executive Officer

8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 28, 2015

WMI Holdings Corp.

(Exact Name of Registrant as Specified in Its Charter)


Washington	001-14667	91-1653725
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1201 THIRD AVENUE, SUITE 3000 SEATTLE, WASHINGTON		98101
(Address of Principal Executive Offices)		(Zip Code)

(206) 432-8887

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07

Submission of Matters to a Vote of Security Holders.

(a)

On April 28, 2015, WMI Holdings Corp. held its annual meeting of shareholders.

(b)

At the annual meeting, shareholders approved each of the following matters, with the final vote tabulations on each matter as set forth below. Of the 479,075,541 votes entitled to be cast at the meeting, 433,949,807 votes (or approximately 90.6%) were voted in person or by proxy.

To elect a board of directors consisting of seven members, each to serve until the next annual meeting of shareholders and until his or her successor is duly elected and qualified.


NOMINEE	VOTES FOR		VOTES WITHHELD
Michael Willingham		301,776,533		59,460,507
Eugene I. Davis		355,816,447		5,420,593
Diane B. Glossman		354,299,844		6,937,196
Timothy R. Graham		354,705,049		6,531,991
Mark E. Holliday		355,025,945		6,211,095
Michael J. Renoff		354,609,200		6,627,840
Steven D. Scheiwe		354,444,937		6,792,103

There were 72,938,367 broker non-votes with respect to the election of directors.

To ratify the appointment of Burr Pilger Mayer, Inc., as WMI Holdings Corp.’s independent registered public accounting firm for the fiscal year ending December 31, 2015.


MATTER	VOTES FOR		VOTES AGAINST		ABSTENTIONS		BROKER NON-VOTES
Ratification of auditor appointment		432,555,520		636,764		757,523		0

To approve the reincorporation of WMI Holdings Corp. from the State of Washington to the State of Delaware by merging WMI Holdings Corp. into a newly formed, wholly-owned Delaware subsidiary.


MATTER	VOTES FOR		VOTES AGAINST		ABSTENTIONS		BROKER NON-VOTES
Approval of reincorporation		360,749,290		223,160		38,990		72,938,367

To approve and ratify WMI Holdings Corp.’s 2012 Long-Term Stock Incentive Plan, as amended.


MATTER	VOTES FOR		VOTES AGAINST		ABSTENTIONS		BROKER NON-VOTES
Approval of stock incentive plan		298,288,956		4,293,551		55,674,933		75,692,367

To approve, on an advisory basis, compensation of WMI Holdings Corp.’s named executive officers.


MATTER	VOTES FOR		VOTES AGAINST		ABSTENTIONS		BROKER NON-VOTES
Advisory vote on executive compensation		300,951,940		4,162,997		55,883,503		72,951,367

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.