Date of Report (Date of earliest event reported): May 23, 2018


Ocwen Financial Corporation
(Exact name of registrant as specified in its charter)


Florida   1-13219   65-0039856

(State or other jurisdiction

of incorporation)

File Number)
  (IRS Employer
Identification No.)


1661 Worthington Road, Suite 100

West Palm Beach, Florida 33409
(Address of principal executive office)(Zip Code)


(561) 682-8000

(Registrant’s telephone number, including area code)


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:


[  ] 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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company [  ]


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]






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


Ocwen Financial Corporation (the Company) held its Annual Meeting of Shareholders on May 23, 2018. Shareholders voted on the three proposals set forth below, which are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission (SEC) on April 19, 2018.


Proposal One: Election of Directors


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


Nominee  For   Withheld   Broker Non-Votes 
Phyllis R. Caldwell   61,080,128    605,011    39,277,953 
Alan J. Bowers   61,120,572    564,567    39,277,953 
Jacques J. Busquet   61,323,720    361,419    39,277,953 
Carol J. Galante   61,301,374    383,765    39,277,953 
Robert J. Lipstein   61,291,697    393,442    39,277,953 
Robert A. Salcetti   61,132,132    553,007    39,277,953 
DeForest B. Soaries, Jr.   61,140,171    544,968    39,277,953 


Proposal Two: Ratification, on an advisory basis, of Appointment of Independent Registered Public Accounting Firm


The Company’s shareholders ratified, on a non-binding advisory basis, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 based upon the following votes:


For   96,791,905 
Against   3,947,682 
Abstain   223,505 


Proposal Three: Advisory Vote on Named Executive Officer Compensation


The Company’s shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers based upon the following votes:


For   52,228,107 
Against   9,062,547 
Abstain   394,485 
Broker Non-Votes   39,277,953 


In accordance with the Company’s prior disclosure in its Current Report on Form 8-K filed with the SEC on April 19, 2018, Ronald M. Faris retired from the board of directors (Board) at the commencement of the Annual Meeting of Shareholders and the Board was reduced in size to seven directors. Mr. Faris will continue to serve as the Company’s President and Chief Executive Officer through June 30, 2018. Following the Annual Meeting of Shareholders, the Board is comprised entirely of independent directors, as independence is defined under the listing standards of the New York Stock Exchange.






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 23, 2018 By: /s/ Michael R. Bourque, Jr.
    Michael R. Bourque, Jr.
    Chief Financial Officer
    (On behalf of the Registrant and as its principal financial officer)