UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As noted below under Item 5.07, at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Walker & Dunlop, Inc. (the “Company”) held on May 2, 2024, the Company’s stockholders, upon the recommendation of the Board of Directors of the Company (the “Board”), approved the adoption of the Walker & Dunlop, Inc. 2024 Equity Incentive Plan (the “Plan”), which was previously adopted by the Board of Directors, subject to the approval by stockholders. The Plan, which constitutes an amendment and restatement of the Walker & Dunlop, Inc. 2020 Equity Incentive Plan, among other things, reserves an additional 1,500,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), for issuance in the form of equity-based awards to employees, non-employee directors, consultants and advisors, extends the termination date of the Plan to February 14, 2034, and increases the limits on certain annual incentive awards that may be granted to participants under the Plan.
A more detailed description of the material terms of the Plan was included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 15, 2024 (the “Proxy Statement”). The foregoing and the summary of the Plan in the Proxy Statement are not complete summaries of the terms of the Plan and are qualified by reference to the text of the Plan, included as Exhibit 10.1 and incorporated by reference herein.
In addition, on May 2, 2024, the Board appointed William M. Walker, currently the Company’s Chairman of the Board and Chief Executive Officer, to also serve in the position of President, effective immediately. Mr. Walker, age 57, has served as the Company’s Chief Executive Officer since January 2007 and as Chairman of the Board since July 2010. Mr. Walker’s transactions required to be disclosed under Item 404(a) of Regulation S-K are included in “Certain Relationships and Related Transactions” in the Proxy Statement.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 2, 2024, the Company held its Annual Meeting. The following are the matters voted upon at the Annual Meeting and the final results of the votes on such matters:
1. | Election of directors for a one-year term expiring at the 2025 Annual Meeting of Stockholders: |
Votes For | Votes Against | Abstentions | Broker Non-votes | |||||||||||||
Jeffery R. Hayward | 26,822,503 | 151,938 | 165,126 | 3,288,146 | ||||||||||||
Ellen D. Levy | 26,762,469 | 196,725 | 180,373 | 3,288,146 | ||||||||||||
Michael D. Malone | 26,641,183 | 331,789 | 166,595 | 3,288,146 | ||||||||||||
John Rice | 26,239,212 | 733,907 | 166,448 | 3,288,146 | ||||||||||||
Dana L. Schmaltz | 26,589,221 | 385,752 | 164,594 | 3,288,146 | ||||||||||||
William M. Walker | 26,596,604 | 525,154 | 17,809 | 3,288,146 | ||||||||||||
Donna C. Wells | 26,758,658 | 215,637 | 165,272 | 3,288,146 |
2. | Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024: |
Votes For | Votes Against | Abstentions | Broker Non-votes | |||||||||||
29,914,767 | 491,994 | 20,952 | — |
3. | Advisory resolution to approve executive compensation: |
Votes For | Votes Against | Abstentions | Broker Non-votes | |||||||||||
26,688,263 | 423,300 | 28,004 | 3,288,146 |
4. | Approval of the adoption of the Plan: |
Votes For | Votes Against | Abstentions | Broker Non-votes | |||||||||||
26,697,530 | 414,414 | 27,622 | 3,288,146 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number | Description | |
10.1 | Walker & Dunlop, Inc. 2024 Equity Incentive Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 15, 2024). | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
WALKER & DUNLOP, INC. (Registrant) | |||
Date: May 7, 2024 | By: | /s/ Richard M. Lucas | |
Name: | Richard M. Lucas | ||
Title: | Executive Vice President, General Counsel & Secretary |
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Cover |
May 02, 2024 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | May 02, 2024 |
Entity File Number | 001-35000 |
Entity Registrant Name | Walker & Dunlop, Inc. |
Entity Central Index Key | 0001497770 |
Entity Tax Identification Number | 80-0629925 |
Entity Incorporation, State or Country Code | MD |
Entity Address, Address Line One | 7272 Wisconsin Avenue |
Entity Address, Address Line Two | Suite 1300 |
Entity Address, City or Town | Bethesda |
Entity Address, State or Province | MD |
Entity Address, Postal Zip Code | 20814 |
City Area Code | 301 |
Local Phone Number | 215-5500 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, par value $0.01 per share |
Trading Symbol | WD |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
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