Washington, D.C. 20549





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 8, 2013




(Exact name of registrant as specified in its charter)


Florida   1-13219   65-0039856
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)


2002 Summit Boulevard, 6th Floor

Atlanta, Georgia 30319

(Address of principal executive offices)


Registrant’s telephone number, including area code: (561) 682-8000


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 (see General Instruction A.2. below):


  £ 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


The Board of Directors of Ocwen Financial Corporation (the “Company”) authorized and approved amendments to Article IV, Section 4.1 of the Company’s bylaws, effective May 8, 2013, to (i) provide that the Company is not required to have a Treasurer, (ii) permit an officer to execute, acknowledge or verify an instrument in more than one capacity and (iii) permit the Board of Directors to delegate authority to appoint senior vice presidents and officers holding subordinate rankings (including, without limitation, a Treasurer) to any officer(s) of the Company.


The foregoing description of the amendments to the Company’s bylaws is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.


Item 5.07 Submission of Matters to a Vote of Security Holders.


The Company held its Annual Meeting of Shareholders on May 8, 2013. Shareholders voted on the three proposals set forth below, which are described in detail in the Company’s proxy statement dated April 3, 2013.


Proposal One: Election of Directors


The Company’s shareholders elected the following nominees for director to serve for a one-year term or until their successors shall be elected and qualified based upon the following votes:


Nominee  For   Withheld   Broker Non-Votes 
William C. Erbey   110,608,573      3,157,773      7,540,284   
Ronald M. Faris   112,633,472      1,132,874      7,540,284   
Ronald J. Korn   113,457,236      309,110      7,540,284   
William H. Lacy   112,604,711      1,161,635      7,540,284   
Wilbur L. Ross, Jr.   71,482,248      42,284,098      7,540,284   
Robert A. Salcetti   113,373,504      392,842      7,540,284   
Barry N. Wish   97,940,435      15,825,911      7,540,284   


Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm


The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013, based upon the following votes:


For   121,198,575 
Against   43,154 
Abstain   64,901 
There were no broker non-votes for this item.     


Proposal Three: Advisory Vote on Named Executive Officer Compensation


The Company’s shareholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers based upon the following votes:


For   112,452,270 
Against   726,532 
Abstain   587,544 
Broker Non-Votes   7,540,284 


Item 9.01 Financial Statements and Exhibits.


  (d) Exhibits


Exhibit No.    
3.1   Amended and Restated Bylaws of the Company



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


Date: May 10, 2013 By: /s/ John V. Britti
    John V. Britti
    Executive Vice President & Chief Financial Officer
    (On behalf of the Registrant and as its principal financial officer)