8-K

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): January 19, 2017

Walter Investment Management Corp.

(Exact name of registrant as specified in its charter)

Maryland	001-13417	13-3950486
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3000 Bayport Drive, Suite 1100 Tampa, FL	33607
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (813) 421-7600

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))

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

On January 19, 2017, each of Mark J. O’Brien, James L. Pappas and Shannon E. Smith resigned as a member of the Board of Directors (the “Board”) of Walter Investment Management Corp., a Maryland corporation (the “Company”), effective the same day. Also on such date, the Board elected Anthony N. Renzi, the Company’s Chief Executive Officer and President, Michael M. Bhaskaran, Chief Supply Chain Officer of Staples, Inc., and Neal P. Goldman, the Managing Member of SAGE Capital Investments, LLC, to serve as members of the Board.

Mr. Renzi’s term as a director expires at the Company’s 2017 annual meeting of stockholders (the “2017 Annual Meeting”), and Messrs. Bhaskaran’s and Goldman’s terms as directors expire at the Company’s 2018 annual meeting of stockholders.

Mr. Bhaskaran was appointed as a member of the Audit Committee and Compliance Committee of the Board, and Mr. Goldman was appointed as the Chair of the Compensation and Human Resources Committee and as a member of the Audit Committee, Compliance Committee and Finance Committee of the Board.

The decision by each of Messrs. O’Brien and Smith and Dr. Pappas to resign as a director of the Board was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

There are no arrangements or understandings between any of Messrs. Renzi, Bhaskaran or Goldman and any other persons pursuant to which such person was appointed a director. None of Messrs. Renzi, Bhaskaran or Goldman has a direct or indirect material interest in any transaction that would require disclosure under Item 404(a) of Regulation S-K.

In accordance with the Company’s previously-approved compensation for non-employee directors, each of Messrs. Bhaskaran and Goldman will receive a pro rata portion of the annual cash retainer for service on the Board (currently $75,000) and as a member of the Audit Committee (currently $15,000) and Compliance Committee (currently $10,000), in each case based on the period remaining in the current director compensation year. Mr. Goldman will also receive a pro rata portion of the annual cash retainer for service as a member of the Compensation and Human Resources Committee (currently $10,000) and Chairperson thereof (currently, $20,000), in each case based on the period remaining in the current director compensation year. Messrs. Bhaskaran and Goldman will also receive 10,726 immediately vesting restricted stock units, which represents a pro rata portion of the annual stock award for service on the Board previously awarded to non-employee directors for service during the current director compensation year. Messrs. Bhaskaran and Goldman will receive the same insurance, indemnification and expense reimbursement arrangements as apply to other non-employee directors of the Company. Mr. Renzi will not receive additional compensation for his service as a director of the Board.

Item 7.01. Regulation FD Disclosure.

On January 24, 2017, the Company issued a press release announcing changes to the Board and the record

date and meeting for the 2017 Annual Meeting. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this report by reference.

In accordance with General Instruction B.2 of Form 8-K, the information being furnished under this Item 7.01 pursuant to this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated January 24, 2017

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.

	WALTER INVESTMENT MANAGEMENT CORP.
Date: January 24, 2017	By:	/s/ Jonathan F. Pedersen
		Jonathan F. Pedersen, Chief Legal Officer, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated January 24, 2017

EX-99.1

Exhibit 99.1

Investor Contact: Kimberly Perez

SVP & Chief Accounting Officer

813.421.7694

investorrelations@walterinvestment.com

FOR IMMEDIATE RELEASE

January 24, 2017

Walter Investment Management Corp. Announces Changes to its Board of Directors

and Record Date and Meeting Date for 2017 Annual Meeting of Stockholders

(TAMPA, FL) – Walter Investment Management Corp. (NYSE: WAC) (“Walter” or the “Company”) announced changes today to its Board of Directors (“Board”). Effective January 19, 2017, Anthony N. Renzi, Walter’s Chief Executive Officer and President, has joined the Board, along with Neal P. Goldman, Managing Member of SAGE Capital Investments, LLC, and Michael M. Bhaskaran, Chief Supply Chain Officer of Staples, Inc. Separately, Mark J. O’Brien, James L. Pappas and Shannon E. Smith have resigned from the Board as of January 19, 2017.

“We look forward to working with Tony, Neal and Mike as new members of the Company’s Board,” said George M. Awad, Walter’s Chairman of the Board. “We believe each of these new directors has expertise and fresh perspectives that will be valuable as we re-engineer Walter for future success. I would like to thank Mark, Jim and Shannon for their many contributions to the Company during their long tenure on the Board.”

With their election to the Board, Mr. Bhaskaran has become a member of the Audit Committee and Compliance Committee of the Board, and Mr. Goldman has become the Chair of the Compensation and Human Resources Committee and a member of the Audit Committee, Compliance Committee and Finance Committee of the Board.

Additionally, the Board announced that the Company’s 2017 annual meeting of stockholders will be held at the Hilton Garden Inn in Fort Washington, Pennsylvania on Wednesday, May 17, 2017, at 9:00 a.m. ET. Stockholders as of March 7, 2017, the record date, will be entitled to notice of, and to vote at, the meeting.

About Neal P. Goldman

Neal P. Goldman is an investment professional with over twenty-five years of experience working both as an investor and advisor on complex, process-intensive deals. Mr. Goldman is currently the Managing Member of SAGE Capital Investments, LLC, a consulting firm specializing in independent board of director services, turnaround consulting, strategic planning, and special situation investments. Mr. Goldman was a Managing Director at Och Ziff Capital Management, L.P. from 2014 to 2016 and a Founding Partner of Brigade Capital Management, LLC from 2007 to 2012, which he helped build to over $12 billion in assets under management. Prior to this, Mr. Goldman was a Portfolio Manager at Mackay

Shields, LLC and also held various positions at Salomon Brothers Inc., both as a mergers and acquisitions banker and as an investor in the high yield trading group. Throughout his career, Mr. Goldman has held numerous board representations including roles as an independent member of the boards of directors of Lightsquared, Inc., Pimco Income Strategy Fund I & II, and Catalyst Paper Corporation as well as a member of the boards of directors of Jacuzzi Brands and NII Holdings, Inc. Since October 2016, Mr. Goldman has served on the board of directors of Midstates Petroleum Company, Inc., an independent exploration and production company. Mr. Goldman received a B.A. from the University of Michigan and a M.B.A from the University of Illinois.

About Michael M. Bhaskaran

Michael M. Bhaskaran has served as the Chief Supply Chain Officer for Staples, Inc. since 2015. From 2013 to 2015, Mr. Bhaskaran served as Chief Operating Officer and Chief Information Officer of Beyondtherack.com, where he was responsible for global logistics, transportation, fulfillment and technology. Prior thereto, Mr. Bhaskaran served as Vice President, Global Logistics of Starbucks Corporation from 2012 to 2013 and Director of Global Transportation Operations & Technology of Amazon.com, Inc. from 2007 to 2012. Mr. Bhaskaran received a B.S. from Nagarjuna University in India, M.S. in Industrial Technology & Engineering from Utah State University and M.B.A. from Purdue University.

About Walter Investment Management Corp.

Walter Investment Management Corp. is a diversified mortgage banking firm focused primarily on the servicing and origination of residential loans, including reverse loans. Based in Tampa, Fla., the Company has approximately 5,000 employees and services a diverse loan portfolio. For more information about Walter Investment Management Corp., please visit the Company’s website at www.walterinvestment.com. The information on our website is not a part of this release.

Disclaimer and Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical fact are forward-looking statements. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” “targets,” or other similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors, and our actual results, performance or achievements could differ materially from future results, performance or achievements expressed in these forward-looking statements. These forward-looking statements are based on our current beliefs, intentions and expectations. These statements are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements include, but are not limited to, those factors, risks and uncertainties described under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015 and in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2016, June 30, 2016 and September 30, 2016, and in our other filings with the Securities and Exchange Commission.

In addition, this press release may contain statements of opinion or belief concerning market conditions and similar matters. In certain instances, those opinions and beliefs could be based upon general observations by members of our management, anecdotal evidence and/or our experience in the conduct of our business, without specific investigation or statistical analyses. Therefore, while such statements reflect our view of the industries and markets in which we are involved, they should not be viewed as reflecting verifiable views and such views may not be shared by all who are involved in those industries or markets.

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