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): May 19, 2016

EverBank Financial Corp

(Exact name of registrant as specified in its charter)

Delaware	001-35533	52-2024090
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
501 Riverside Ave., Jacksonville, FL		32202
(Address of principal executive offices)		(Zip Code)

904-281-6000

(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))- 4 -

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced, Mr. Gerald S. Armstrong and Mr. Mitchell M. Leidner did not stand for re-election to the Board of Directors of EverBank Financial Corp (the “Company”) at the Company's Annual Meeting of Stockholders on May 19, 2016, and the authorized number of directors was reduced from 13 to 11 members.

As described in the Company’s proxy statement dated April 6, 2016 (the “Proxy Statement”), on March 29, 2016, the Compensation Committee of the Board of Directors of the Company approved awards of performance units to the Company’s named executive officers, which awards were contingent upon receipt of approval of Proposal 4 by the Company's stockholders. At the 2016 Annual Meeting, the Company's stockholders approved Proposal 4; accordingly, each of Messrs. Clements, Wilson, Surface, Fischer and Ervin will receive a target number of performance units (45,968, 42,432, 13,260, 13,260, and 8,840, respectively)(the "Performance Units"). The executive officers may earn between 0% and 200% of their target number of Performance Units based on the achievement of goals related to total shareholder return over three one-year performance periods, with an opportunity for full vesting based on three-year performance. The Performance Units were granted under the Company’s Amended and Restated 2011 Omnibus Equity Incentive Plan, and are subject to the terms and conditions of such plan, as well as the award agreements evidencing the grants. The agreement provides that in the event of the executive’s termination of employment without cause or by the executive for good reason prior to the conclusion of the three-year performance period, then the executive officer may earn a prorated number of Performance Units based on actual performance as of the end of the three-year Performance Period (and subtracting therefrom any previously vested Performance Units). In addition, the agreement provides that in the event of a change in control prior to the conclusion of the three-year performance period, a number of Performance Units will convert to time-based restricted stock units (“RSUs”) on the effective date of the change in control, provided that the executive officer remains continuously employed by the Company from the grant date to the effective date of the change in control. The number of Performance Units that convert to RSUs will be determined based on actual performance as of the effective date of the change in control, and will not be less than the target award and will not be more than the maximum award (subtracting therefrom any previously vested Performance Units).

The description of this grant is qualified in its entirety by the terms and conditions of the award agreement for this grant, a copy of which is filed as Exhibit 10.1 to this report and incorporated herein by reference.

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

Proxies for the 2016 Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, and there was no solicitation in opposition to the Board of Director's solicitation. At this meeting, the Company’s stockholders were requested to vote upon: (1) the re-election of eleven nominees as directors of the Company, (2) the ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016, (3) an advisory vote to approve executive compensation, commonly referred to as a “say on pay” vote, (4) the material terms of the performance goals and the limits on grant value of non-employee director awards included in the Company’s Amended and Restated 2011 Omnibus Equity Incentive Plan, and (5) the material terms of the performance goals included in the Company’s 2011 Executive Incentive Plan. The following actions were taken by the Company's stockholders with respect to each of the foregoing items presented for a vote at the 2016 Annual Meeting:

Proposal 1-Re-Election of Directors

All of the nominees for director were re-elected at the 2016 Annual Meeting. With respect to each nominee, the total number of broker non-votes was 11,582,783. The table below sets forth the voting results for each director nominee.

Name	Votes For	Votes Withheld
Robert M. Clements	103,325,609	2,339,488
Joseph D. Hinkel	105,563,362	101,735
Merrick R. Kleeman	105,309,204	355,893
W. Radford Lovett, II	103,934,742	1,730,355
Arrington H. Mixon	105,538,526	126,571
Robert J. Mylod, Jr.	103,147,573	2,517,524
Russell B. Newton, III	103,846,095	1,819,002
William Sanford	105,334,857	330,240
Richard P. Schifter	105,185,691	479,406
Scott M. Stuart	105,563,520	101,577
W. Blake Wilson	104,172,203	1,492,894

Proposal 2-Ratification of Selection of Independent Registered Public Accounting Firm

The selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016 was ratified by the Company's stockholders. There were no broker non-votes. The table below sets forth the voting results.

Proposal	Votes For	Votes Against	Abstentions
Ratification of Selection of Deloitte & Touche LLP	116,995,638	246,503	5,739

Proposal 3- Advisory Vote to Approve Executive Compensation

TheCompany’s stockholders approved, on an advisory, non-binding basis, the resolution regarding compensation of the Company's executives ("say-on-pay"), as described in the Proxy Statement. The table below sets forth the voting results.

Proposal	Votes For	Votes Against	Abstentions	Broker Non-Votes
Advisory Vote to Approve Executive Compensation	102,559,907	3,096,692	8,498	11,582,783

Proposal 4- Approval of Material Terms of the Performance Goals and Limits on Grant Value of Non-Employee Director Awards Included in the Company’s Amended and Restated 2011 Omnibus Equity Incentive Plan

The Company’s stockholders approved, the material terms of the performance goals and the limits on grant value of non-employee director awards included in the Company’s Amended and Restated 2011 Omnibus Equity Incentive Plan. The table below sets forth the voting results.

Proposal	Votes For	Votes Against	Abstentions	Broker Non-Votes
Approval of the material terms of the performance goals and the limits on grant value of non-employee director awards included in the Company’s Amended and Restated 2011 Omnibus Equity Incentive Plan	102,035,753	3,622,793	6,551	11,582,783

Proposal 5- Approval of the Material Terms of the Performance Goals Included in the Company’s 2011 Executive Cash Incentive Plan

The Company’s stockholders approved, the material terms of the performance goals included in the Company’s 2011 Executive Cash Incentive Plan. The table below sets forth the voting results.

Proposal	Votes For	Votes Against	Abstentions	Broker Non-Votes
Approval of the material terms of the performance goals included in the Company’s 2011 Executive Cash Incentive Plan	103,170,570	2,487,387	7,140	11,582,783

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	EverBank Financial Corp Amended and Restated 2011 Omnibus Equity Incentive Plan Performance Unit Award Agreement

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.

		EverBank Financial Corp
	By:	/s/ Jean-Marc Corredor
		Name: Jean-Marc Corredor
		Title: Senior Vice President, Associate General Counsel and Assistant Secretary
Dated: May 23, 2016

EXHIBIT LIST

Exhibit No.	Description
10.1	EverBank Financial Corp Amended and Restated 2011 Omnibus Equity Incentive Plan Performance Unit Award Agreement

EX-10.1

EVERBANK FINANCIAL CORP AMENDED AND RESTATED 2011 OMNIBUS EQUITY INCENTIVE PLAN PERFORMANCE UNIT AWARD [Name] [Address] Dear [Name]: You have been granted a target award (the “Award”) of the number of performance units (“Performance Units” or “Target Award Amount”) indicated below, which represent the right to receive an equal number of shares of EverBank Financial Corp (the “Company”) common stock, with the following terms and conditions. The Performance Units have been granted under the Company’s 2011 Amended and Restated Omnibus Equity Incentive Plan (the “Plan”). Grant Date: The effective date of the grant of the Performance Units described below is ______ (the “Grant Date”). Performance Units / Target Award Amount [____] Vesting: Your Performance Units have been credited to a bookkeeping account on your behalf. The Performance Units will be earned, in whole, in part or not at all, as provided on Exhibit A attached hereto. Any Performance Units that fail to vest in accordance with the terms of this Award will be forfeited and reconveyed to the Company without further consideration or any act or action by you. Conversion to Stock: Performance Units will be converted to actual Shares on the applicable Vesting Date. Evidence of the conversion of the Performance Units into Shares will be registered on the books of the Company in your name as of the applicable Vesting Date as soon as practical thereafter. Termination of Employment: Notwithstanding any provision to the contrary in your employment agreement with the Company, or any other agreement with the Company, if your employment is terminated by the Company without “Cause” or by you for “Good Reason” (as such terms are defined in your employment agreement) prior to the conclusion of the Tranche 3 Performance Period, then a prorated number of Performance Units will be eligible to vest, to be determined upon completion of the Tranche 3 Performance Period by (1) multiplying the number of Performance Units that would otherwise have been earned based on actual performance as of the end of the Tranche 3 Performance Period, as provided on Exhibit A attached hereto, by a fraction, the numerator of which is the number of days in the Tranche 3 Performance Period preceding the termination of employment and the denominator of which is 1095, and (2) subtracting any previously vested Tranche 1 Performance Units or Tranche 2 Performance Units. The Performance Units eligible to vest will convert to actual Shares on the effective date of such termination of employment. Except as otherwise provided below in the context of a Change in Control or a separate agreement, if your employment is terminated for any reason other than as specified in the previous sentence, any unvested Performance Units shall be forfeited and reconveyed to the Company without further consideration or any act or action by you. Change in Control: Treatment of the Performance Units upon a Change in Control is as set forth on Exhibit A. No Transfer: The Performance Units are not assignable or transferable by you other than by will or the laws of descent and distribution unless permitted by the Committee. Any attempted transfer or assignment in violation of this Award shall be null and void.

Restrictions on Resale of Shares You shall not sell any Shares acquired under this Award at a time when applicable laws, Company policies (including, but not limited to, the Company’s insider trading policy and Code of Conduct) or an agreement between the Company and its underwriters prohibit such transfer. No Voting Rights or Dividends: You shall have no voting rights or dividends or distributions paid with respect to your Performance Units prior to the applicable Vesting Date. The Performance Units do not confer to you or your beneficiary any rights of a shareholder of the Company unless and until Shares are in fact issued to you or your beneficiary in connection with conversion of the Performance Units. Tax Withholding: You are responsible for payment of an amount sufficient to satisfy federal, state, and local taxes (including your FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the vesting or settlement of the Performance Units. The Company or any employer Affiliate has the authority and the right to deduct or withhold, or require you to remit to the employer, such amounts. Subject to and in accordance with Company policies, you may elect to satisfy the withholding requirement, in whole or in part, by: (i) paying cash equal in the amount required to be withheld for tax purposes; (ii) electing a cashless exercise upon the settlement of the Performance Units having a Fair Market Value on the date of the withholding equal to the amount required to be withheld for tax purposes; or (iii) as permitted by the Company, having the Company withhold Shares upon the settlement of the Performance Units having a Fair Market Value on the date of the withholding equal to the amount required to be withheld for tax purposes. Your election must be irrevocable, in writing, and submitted to the Company’s Secretary before the applicable Vesting Date. The obligations of the Company under this Award will be conditional on such payment or arrangements, and the Company and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to you. Clawback Policy This Award shall be subject to the terms and conditions of the Company’s Compensation Recoupment Policy (the “Policy”), as such Policy may be amended from time to time by the Board of Directors of the Company or any committee of the Board. As a condition of receiving the Award, you agree to abide by the Policy and any determinations of the Committee pursuant to the Policy. A copy of the Policy is available upon request to the Company’s Office of the General Counsel. Miscellaneous: All capitalized terms not otherwise defined in this Award shall have the meanings set forth in the Plan and as set forth in Exhibit A attached hereto. This Award is granted under and governed by the terms and conditions of the Plan and shall be governed by the laws of the State of Florida without regard to its conflicts of law provisions. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Award, the provisions of the Plan shall be controlling and determinative. You may not assign this Award, except as provided herein, and any attempt to do so shall be null and void. BY SIGNING BELOW AND ACCEPTING THIS PERFORMANCE UNIT AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE RECEIPT OF THE PLAN AND, IF REQUIRED BY APPLICABLE LAW, THE PROSPECTUS DESCRIBING THE PLAN. EverBank Financial Corp ____________________________ ___________________________________ [Officer] Recipient [Title] Date

Exhibit A [Performance matrix] Vesting of Performance Units: Except as otherwise provided in the Award, the Performance Units shall be eligible to vest as follows: (i) 33% of the Performance Units (“Tranche 1 Performance Units”) will be eligible to vest on the ___ Vesting Date if TSR for the Tranche 1 Performance Period is greater than or equal to _____%, provided that you remain continuously employed by the Company or an Affiliate thereof from the Grant Date to the ___ Vesting Date, rounded down to the nearest Share. Any Tranche 1 Performance Units that do not vest on the ___ Vesting Date shall remain outstanding and eligible to vest on the ___ Vesting Date, as provided below. (ii) 33% of the Performance Units (“Tranche 2 Performance Units”) will be eligible to vest on the ____ Vesting Date if TSR for the Tranche 2 Performance Period is greater than or equal to _____%, provided that you remain continuously employed by the Company or an Affiliate thereof from the Grant Date to the ____ Vesting Date, rounded down to the nearest Share. Any Tranche 2 Performance Units that do not vest on the _____ Vesting Date shall remain outstanding and eligible to vest on the _____ Vesting Date, as provided below. (iii) A certain number of Performance Units will be eligible to vest on the ____ Vesting Date based on TSR for the Tranche 3 Performance Period, as set forth in the matrix below, provided that you remain continuously employed by the Company or an Affiliate thereof from the Grant Date to the ____ Vesting Date, rounded down to the nearest Share. Any Performance Units that do not vest on the ____ Vesting Date will be forfeited and reconveyed to the Company without further consideration or any act or action by you. TSR for Tranche 3 Performance Period % of Target Performance Units Vested(1)(2) < _____% 0% ≥ ____% but < ____% ≥ 0% but < 100% ____% 100% (Target Award Amount) > _____% but < _____% ≥ 100% but < 200% ≥ ______% 200% (Maximum Award Amount) (1) Less any previously vested Tranche 1 Performance Units and/or Tranche 2 Performance Units. (2) Payouts between performance levels will be determined based on straight line interpolation. Illustrative Examples Only: See Appendix A for illustrative examples of the number of Performance Units that would vest under various performance scenarios. Vesting of Performance Units Upon a Change in Control. In the event of a Change in Control prior to the conclusion of the Tranche 3 Performance Period, a number of Performance Units shall convert to time-based restricted stock units (“RSUs”) on the effective date of the Change in Control, provided that you remain continuously employed by the Company from the Grant Date to the effective date of the Change in Control.

(i) The number of Performance Units that shall convert to RSUs will not be less than the Target Award Amount (less any previously vested Tranche 1 Performance Units and/or Tranche 2 Performance Units) and will not be more than the Maximum Award Amount (less any previously vested Tranche 1 Performance Units and/or Tranche 2 Performance Units). If the TSR, as determined by the Compensation Committee, is less than or equal to _______% as of the effective date of a Change in Control, then the number of Performance Units that will convert to RSUs will be equal to the Target Award Amount (less any previously vested Tranche 1 Performance Units and/or Tranche 2 Performance Units). If the TSR, as determined by the Compensation Committee, is greater than _________% as of the effective date of a Change in Control, then the number of Performance Units that will convert to RSUs shall increase above the Target Award Amount in accordance with the above matrix, rounded down to the nearest Share. (ii) If the RSUs are not assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control, then, upon the effective date of the Change in Control, all of the RSUs will immediately vest and convert to actual Shares on the effective date of the Change in Control. (iii) If the RSUs are assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control, then, provided that you remain continuously employed by the Company its successor or Affiliate thereof from the Grant Date to the ___ Vesting Date, all of the RSUs will immediately vest and convert to actual Shares on the ____ Vesting Date. (iv) If the RSUs are assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control, then, upon your termination of employment by the Company, its successor or Affiliate thereof without Cause on or after the effective date of the Change in Control but prior to twelve (12) months following a Change in Control, all of the RSUs will immediately vest and convert to actual Shares on the effective date of such termination of employment. (v) If the RSUs are assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control and your employment with the Company, its successor or Affiliate thereof terminates prior to the ____ Vesting Date for any reason other than as provided in paragraph (iv) above, then all of the RSUs shall be forfeited and reconveyed to the Company without further consideration or any act or action by you. Illustrative Example Only: See Appendix B for an illustrative example of the number of Performance Units that would convert to RSUs and the vesting thereof under various scenarios. Definitions. For purposes of this Agreement, the following terms have the following meanings: “Cumulative Dividend Paid” means the cumulative dividends paid during the Tranche 1 Performance Period, Tranche 2 Performance Period and Tranche 3 Performance Period, as applicable. “Ending Share Price” means the average closing stock price of the Company’s Common Stock over the 60 calendar days immediately preceding (and including) the last day of the applicable Performance period, less the applicable Cumulative Dividend Paid for such Performance Period. “Maximum Award Amount” means two times the Target Award Amount. “Performance Period” means the Tranche 1 Performance Period, Tranche 2 Performance Period and the Tranche 3 Performance Period, as applicable. “Sale Price” means the closing price of the Company’s stock price on the effective date of a Change in Control.

“Starting Share Price” is $____, which is the Company’s closing stock price on the first day of each Performance Period. “Total Shareholder Return” or “TSR” equals: Absent a Change in Control: ������������ = (������������������������ ����ℎ������������ �������������������� + ���������������������������������������� �������������������������������� ���������������� − �������������������������������� ����ℎ������������ ��������������������) �������������������������������� ����ℎ������������ �������������������� In the event of a Change in Control: ������������ = (���������������� �������������������� + ���������������������������������������� �������������������������������� ���������������� − �������������������������������� ����ℎ������������ ��������������������) �������������������������������� ����ℎ������������ �������������������� “Tranche 1 Performance Period” means the 1-year period beginning _____ and ending _____. “Tranche 2 Performance Period” means the 2-year period beginning ______ and ending _____. “Tranche 3 Performance Period” means the 3-year period beginning ________ and ending ___________. “Vesting Date” means the ____ Vesting Date, the ____ Vesting Date and the ____ Vesting Date, as applicable. “____ Vesting Date” means the date that the Committee determines and certifies achievement of the TSR for the Tranche 1 Performance Period, which date shall be no later than _____. “____ Vesting Date” means the date that the Committee determines and certifies achievement of the TSR for the Tranche 2 Performance Period, which date shall be no later than _____. “____ Vesting Date” means the date that the Committee determines and certifies achievement of the TSR for the Tranche 3 Performance Period, which date shall be no later than ______.

Appendix A

Appendix B