DJ WMIH Files 8K - Director, Officer or Compensation Filing >WMIH

WMIH Corp. (WMIH) filed a Form 8K - Director, Officer or Compensation Filing - with the U.S Securities and Exchange Commission on July 31, 2018.

Closing Date Changes to the Company's Board of Directors

Immediately following the Effective Time, Jay Bray, Robert Gidel, Roy Guthrie and Michael D. Malone were appointed to WMIH's Board of Directors. Mr. Bray was also appointed as President and Chief Executive Officer, replacing William C. Gallagher in this role.

Mr. Bray (age 51) was appointed as both a director and chairman of the Board, as well as President and Chief Executive Officer of WMIH on July 31, 2018. Immediately prior to the Effective Time, Mr. Bray had served as Nationstar's Chairman of the Board since July 1, 2016. Mr. Bray has served as Nationstar's President since June 2015 and as Chief Executive Officer since February 2012, prior to which he served as Nationstar's Executive Vice President and Chief Financial Officer from May 2011 to February 2012. In addition, he has served as the President of Nationstar's wholly-owned subsidiary, Nationstar Mortgage LLC, since July 2011, as the Chief Executive Officer of Nationstar Mortgage LLC since October 2011, as the Chief Financial Officer of Nationstar Mortgage LLC from the time he joined Nationstar in May 2000 until September 2012, as a Manager of Nationstar Mortgage LLC since October 2011, as the Executive Chairman of Xome Holdings LLC since September 2015 and as a director of another subsidiary, Nationstar Capital Corporation, since March 2010. Mr. Bray has more than 25 years of experience in the mortgage servicing and originations industry. From 1988 to 1994, he worked with Arthur Andersen in Atlanta, Georgia, where he served as an audit manager from 1992 to 1994. From 1994 to 2000, Mr. Bray held a variety of leadership roles at Bank of America and predecessor entities, where he managed the Asset Backed Securitization process for mortgage-related products, developed and implemented a secondary execution strategy and profitability plan and managed investment banking relationships, secondary marketing operations and investor relations. Additionally, Mr. Bray led the portfolio acquisition, pricing and modeling group at Bank of America. Mr. Bray is a Certified Public Accountant in the State of Georgia. Mr. Bray's in-depth experience and understanding of financial services qualify him to serve as director, chairman of the Board, president and chief executive officer of WMIH.

Mr. Gidel (age 66) was appointed as a director on July 31, 2018. Mr. Gidel has been a principal in Liberty Partners, LLC, a company that invests in both private and publicly-traded real estate and finance focused operating companies, since 1998. Mr. Gidel was President & Chief Executive Officer of Ginn Development Company, LLC, one of the largest privately-held developers of resort communities and private clubs in the Southeast, from 2007 until 2009. Immediately prior to the Effective Time, Mr. Gidel had served as a member of Nationstar's board of directors since 2012. Mr. Gidel was also appointed as a member of the audit & risk committee, the compensation committee and the nominating & governance committee of the Board on July 31, 2018. Mr. Gidel is not a director of any other public company. Within the past five years, Mr. Gidel has served on the boards of DDR Corp. and Nationstar Mortgage Holdings Inc. Mr. Gidel is a National Association of Corporate Directors Board Leadership Fellow and his extensive experience in real estate finance and private equity, as well as wide-ranging prior experience as a director qualify him to serve as a WMIH director.

Mr. Guthrie (age 65) was appointed as Lead Director on July 31, 2018. Mr. Guthrie has been the Chief Executive Officer of Renovate America, Inc. (a privately-held corporation), which provides an energy efficiency and renewable energy home improvement financing platform, since October 2017. Mr. Guthrie was Executive Vice President of Discover Financial Services, a direct banking and payment services company, from 2005 to 2012; he previously served as Chief Financial Officer from 2005 to 2011 and as Treasurer from 2009 to 2010. Mr. Guthrie was President & Chief Executive Officer of CitiFinancial International, LTD, a consumer finance business of Citigroup Inc., from 2000 to 2004, serving on Citigroup's Management Committee throughout this period. Mr. Guthrie was also Chief Financial Officer of Associates First Capital Corporation from 1996 to 2000, while it was a public company, and he served as a member of its board of directors from 1998 to 2000. Immediately prior to the Effective Time, Mr. Guthrie had served as a member of Nationstar's board of directors since 2012. Mr. Guthrie was also appointed as a member of the audit & risk committee and the compensation committee of the Board on July 31, 2018. Mr. Guthrie currently serves on the boards of OneMain Holdings, Inc. and Synchrony Financial. Within the past five years, Mr. Guthrie has served on the boards of Garrison Capital, Inc. and Lifelock, Inc. Mr. Guthrie's valuable expertise in financial services as well as extensive experience as an executive officer and director of public companies qualify him to serve as a WMIH director.

Mr. Malone (age 64) was appointed as a director on July 31, 2018. Mr. Malone is the former Managing Director of Fortress Investment Group LLC, a global investment management group and an affiliate of WMIH stockholder, FIF HE Holdings LLC, a position he held from February 2008 until February 2012, where he led the Charlotte, North Carolina office and was responsible for the business of the capital formation group in the southeast and southwest regions of the United States. Mr. Malone retired from Bank of America in November 2007, after nearly 24 years of service as Senior Executive Banker and Managing Director. Over those years Mr. Malone worked in and ran a number of investment banking businesses for the bank and its subsidiary, Banc of America Securities LLC, including real estate, gaming, lodging, leisure and the financial sponsors businesses. Mr. Malone was also appointed as a member of the audit & risk committee, the compensation committee and the nominating & corporate governance committee of the Board on July 31, 2018. Immediately prior to the Effective Time, Mr. Malone had served as a member of Nationstar's board of directors since 2012. Mr. Malone currently serves on the boards of New Senior Investment Group and Walker & Dunlop, Inc. Within the past five years, Mr. Malone has served on the board of Morgans Hotel Group Co.

The Board has determined that each of Mr. Gidel, Mr. Guthrie and Mr. Malone, as well as the existing WMIH directors Christopher J. Harrington, Tagar C. Olson and Steven D. Scheiwe, is "independent" for purposes of NASDAQ's governance listing standards (specifically, NASDAQ Listing Rule 5605(a)(2)). Messrs. Bray, Gidel, Guthrie and Malone will each enter into a customary indemnification agreement. Messrs. Gidel, Guthrie and Malone will receive compensation as non-employee directors for their service on the Board in accordance with the terms to be established by the Board.

There are no arrangements or understandings between any of Mr. Bray, Mr. Gidel, Mr. Guthrie and Mr. Malone and any other persons pursuant to which any of them was selected as a director of the Company. None of Mr. Bray, Mr. Gidel, Mr. Guthrie and Mr. Malone has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Also, on July 31, 2018, pursuant to Section 2.14 of the Merger Agreement, four of the Company's seven directors, separately advised the Nominating Committee and the Board of their decision to resign upon the Effective Time as follows: William C. Gallagher, Chief Executive Officer and director of the Company, who has served on the Board since 2015; Diane B. Glossman, director, Chairwoman of the Compensation Committee and member of the Audit Committee and Nominating and Corporate Governance Committee, who has served on the Board since 2012;

Michael J. Renoff, director and member of the Audit Committee, who has served on the Board since 2012; and Michael L. Willingham, director, Chairman of the Audit Committee and member of the Compensation Committee, and the Nominating and Corporate Governance Committee, who has served on the Board since 2012. Each of Messrs. Gallagher, Renoff and Willingham and Ms. Glossman have confirmed that their decision to resign is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices, or for any of the other reasons requiring further disclosure under Item 5.02(a) of Form 8-K. In connection with the resignations of Messrs. Renoff and Willingham and Ms. Glossman, the Board approved the acceleration of any unvested shares of restricted stock, conditioned upon the occurrence of the Effective Time.

Closing Date Changes to the Company's Officers

In addition to the appointment of Mr.

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The full text of this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/933136/000119312518233630/d578017d8k.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/933136/000119312518233630/0001193125-18-233630-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

(END) Dow Jones Newswires

August 01, 2018 06:12 ET (10:12 GMT)

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