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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): June 8, 2022
UWM Holdings Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware | | 001-39189 | | 82-2124167 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
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585 South Boulevard E. | | |
Pontiac, | Michigan | | 48341 |
(Address of principal executive offices) | | (Zip Code) |
(800) 981-8898
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report) Not Applicable
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:
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| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class A Common Stock, par value $0.0001 per share | | UWMC | | New York Stock Exchange |
Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | | UWMCWS | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
UWM Holdings Corporation (the “Company”) held its Annual Meeting of Stockholders on June 8, 2022 (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the following items:
Proposal 1—Election of Directors
The election of three Class I directors to hold office until the Company’s 2025 Annual Meeting of Stockholders and the due election and qualification of their respective successors, or such nominee’s earlier death, removal or resignation received the following vote:
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| Number of Votes |
| Votes For | Votes Withheld | Broker Non-Votes |
Kelly Czubak | 364,392,962 | 3,970,199 | 32,103,746 |
Alex Elezaj | 360,033,185 | 8,329,976 | 32,103,746 |
Mat Ishbia | 360,643,901 | 7,719,260 | 32,103,746 |
Each of the three Class I director nominees received a majority of the votes cast at the Annual Meeting and were elected as directors of the Company until the Company’s 2025 Annual Meeting of Stockholders and the due election and qualification of their respective successors, or such nominee’s earlier death, removal or resignation.
Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm
The ratification of the appointment of Deloitte & Touche, LLP to serve as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2022 received the following vote:
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Number of Votes |
For | Against | Abstain |
399,233,094 | 901,319 | 332,494 |
Proposal 2 was approved by the affirmative vote of a majority of the votes cast at the Annual Meeting. Thus, Deloitte & Touche, LLP was ratified to serve as the independent registered public accounting firm of the Company for the fiscal year ending on December 31st, 2022.
Proposal 3— To Approve, on an Advisory Basis, the Compensation of Our Named Executive Officers
The approval, on an advisory basis, of the compensation of our Named Executive Officers received the following vote:
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Number of Votes |
For | Against | Abstain | Broker Non-Vote |
364,519,916 | 2,605,651 | 1,237,594 | 32,103,746 |
Proposal 3, on an advisory basis, was approved by the affirmative vote of a majority of the votes cast at the Annual Meeting.
Proposal 4—To Approve, on an Advisory Basis, the Frequency of the Advisory Vote on The Compensation of Our Named Executive Officers
The approval, on an advisory basis, of the frequency of the advisory vote on the compensation of our Named Executive Officers received the following votes:
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Number of Votes |
1 Year | 2 Year | 3 Year | Abstain | Broker Non-Votes |
367,215,646 | 336,846 | 504,367 | 306,302 | 32,103,746 |
The Company’s decision, in light of such vote, as to how frequently the Company will include a shareholder vote on the compensation of executives in its proxy materials until the next required vote on the frequency of shareholder votes on the compensation of executives will be “one year.”
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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UWM HOLDINGS CORPORATION |
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By: | /s/ Mat Ishbia |
Name: | Mat Ishbia |
Title: | Chief Executive Officer |
Date: June 13, 2022