UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 12, 2016
Walker & Dunlop, Inc.
(Exact name of registrant as specified in its charter)
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Maryland |
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001-35000 |
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80-0629925 |
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(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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7501 Wisconsin Avenue |
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20814 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (301) 215-5500
Not applicable
(Former name or former address if changed since last report.)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
On May 12, 2016, Walker & Dunlop, Inc. (the “Company”) held its Annual Meeting of Stockholders (“2016 Annual Meeting”). There were 31,007,100 shares of common stock eligible to vote at the 2016 Annual Meeting. The following are the matters voted upon at the 2016 Annual Meeting and the final results of the votes on such matters:
1. Election of directors for a one-year term expiring at the 2017 Annual Meeting of Stockholders:
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Broker |
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Votes For |
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Votes Withheld |
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Non-votes |
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Alan J. Bowers |
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23,976,220 |
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217,211 |
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4,566,837 |
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Cynthia A. Hallenbeck |
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24,006,545 |
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186,886 |
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4,566,837 |
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Michael D. Malone |
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24,012,983 |
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180,448 |
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4,566,837 |
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John Rice |
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24,014,324 |
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179,107 |
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4,566,837 |
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Dana L. Schmaltz |
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24,006,823 |
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186,608 |
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4,566,837 |
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Howard W. Smith, III |
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24,014,157 |
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179,274 |
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4,566,837 |
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William M. Walker |
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23,852,100 |
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341,331 |
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4,566,837 |
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2. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016:
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Broker |
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Votes For |
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Votes Against |
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Abstentions |
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Non-votes |
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28,420,503 |
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250,320 |
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89,445 |
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— |
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3. Non-binding advisory vote on executive compensation.
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Votes For |
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Votes Against |
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Abstentions |
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Broker |
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23,793,130 |
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363,656 |
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36,645 |
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4,566,837 |
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4. Non-binding advisory vote on the frequency of holding the advisory vote on executive compensation.
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One Year |
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Two Years |
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Three Years |
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Abstentions |
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Broker |
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20,058,884 |
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24,533 |
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3,878,529 |
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231,485 |
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4,566,837 |
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In accordance with Item 5.07(d) of Form 8-K, the Company now reports that, after considering the outcome of this advisory vote, the Board of Directors has determined that the Company will hold an advisory vote on executive compensation once every year until the next required advisory vote on the frequency of the same, which is no later than the Company’s annual meeting of stockholders in 2022.
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.
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WALKER & DUNLOP, INC. | ||
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(Registrant) | ||
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Date: May 13, 2016 |
By: |
/s/ Richard M. Lucas | |
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Name: |
Richard M. Lucas |
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Title: |
Executive Vice President, |
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General Counsel & Secretary |