0001437749-19-024398.txt : 20191213 0001437749-19-024398.hdr.sgml : 20191213 20191213144126 ACCESSION NUMBER: 0001437749-19-024398 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191212 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20191213 DATE AS OF CHANGE: 20191213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOVATION COMPANIES, INC. CENTRAL INDEX KEY: 0001025953 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 742830661 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22897 FILM NUMBER: 191284350 BUSINESS ADDRESS: STREET 1: 9229 WARD PARKWAY STREET 2: SUITE 340 CITY: KANSAS CITY STATE: MO ZIP: 64114 BUSINESS PHONE: 8162377000 MAIL ADDRESS: STREET 1: 9229 WARD PARKWAY STREET 2: SUITE 340 CITY: KANSAS CITY STATE: MO ZIP: 64114 FORMER COMPANY: FORMER CONFORMED NAME: NOVASTAR FINANCIAL INC DATE OF NAME CHANGE: 19970723 8-K 1 novc20191213_8k.htm FORM 8-K novc20191213_8k.htm

 

 

 

 

 

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

 

     

December 12, 2019

    
 

Date of Report (Date of earliest event reported)

 

 

 

NOVATION COMPANIES, INC.

 

(Exact name of registrant as specified in its charter)

 

         

Maryland

  

000-22897

  

74-2830661

(State or other jurisdiction of
incorporation or organization)

  

(Commission File Number)

  

(I.R.S. Employer Identification No.)

 

9229 Ward Parkway, Suite 340, Kansas City, MO 64114

 

(Address of principal executive offices) (Zip Code)

 

(816) 237-7000

 

(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 (see General Instruction A.2. below):

 

☐

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 (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.

 

On December 12, 2019, Novation Companies, Inc. (the “Company”) held its 2019 annual meeting of shareholders (the “Annual Meeting”) and submitted the following matters to a vote of its shareholders:

 

 

1.

the election of five directors to serve until the Company’s 2020 annual meeting of shareholders and until their successors are duly elected and qualify;

 

 

2.

the ratification of the selection of Boulay PLLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019;

 

 

3.

 a non-binding advisory resolution to approve the compensation of the Company’s named executive officers; and

 

 

4.

a non-binding advisory resolution to approve the frequency of shareholder advisory votes on executive compensation.

 

As of October 24, 2019, the record date of the Annual Meeting, 112,403,893 shares of the Company’s common stock were outstanding and eligible to vote.

 

Each of the matters submitted to a vote of the Company’s shareholders at the Annual Meeting was approved by the requisite vote of the Company’s shareholders. Set forth below is the number of votes for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable.

     

For

  

Withheld

  

Broker Non-Votes

Proposal 1 – Election of Directors

            
 

Howard M. Amster

  

    37,337,462

  

     5,282,334

  

  32,573,764 
 

Howard Timothy Eriksen

  

    37,051,320

  

     5,568,476

  

  32,573,764 
 

Barry A. Igdaloff

  

    37,340,431

  

     5,279,365

  

  32,573,764 
 

Lee D. Keddie

  

    36,592,611

  

     6,027,185

     32,573,764 
 

David W. Pointer

  

    37,263,956

  

     5,355,840

     32,573,764 

 

 

 

   

For

  

Against

  

Abstain

  

Broker Non-Votes
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

   64,823,783

  

   9,836,024

  

   533,753

  

   0 
                 

Proposal 3 – Advisory Vote on Executive Compensation

   37,203,464

  

    5,252,682

  

   163,650

  

   32,573,764

 

 

  1 Year   2 Years   3 Years   Abstain   Broker Non-Votes
Proposal 4 – Advisory Vote on Frequency of Advisory Vote on Executive Compensation    32,796,433      53,288      9,571,864      198,211      32,573,764

 

 
 

 

SIGNATURE

 

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.

 

     
   

NOVATION COMPANIES, INC.
   

DATE: December 13, 2019

  

/s/ David W. Pointer
   

David W. Pointer

Chief Executive Officer