Onity Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
(Address of principal executive offices)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
The Company held its Annual Meeting of Shareholders on May 21, 2025. Shareholders voted on the three proposals set forth below, which are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on April 15, 2025.
Proposal One: Election of Directors
The Company’s shareholders elected the following nominees for director to serve for one-year terms or until their successors shall be elected and qualified based upon the following votes:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Glen A. Messina | 4,133,916 | 77,203 | 1,837,226 | |||||||||
| Alan J. Bowers | 4,134,589 | 76,530 | 1,837,226 | |||||||||
| Jenne K. Britell | 4,058,506 | 152,613 | 1,837,226 | |||||||||
| Jacques J. Busquet | 3,708,726 | 502,393 | 1,837,226 | |||||||||
| Claudia J. Merkle | 3,706,318 | 504,801 | 1,837,226 | |||||||||
| DeForest B. Soaries, Jr. | 4,085,480 | 125,639 | 1,837,226 | |||||||||
| Kevin Stein | 3,710,338 | 500,781 | 1,837,226 | |||||||||
Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 based upon the following votes:
| For | 5,819,219 | |||
| Against | 195,998 | |||
| Abstain | 33,128 |
Proposal Three: Advisory Vote on Named Executive Officer Compensation
The Company’s shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers based upon the following votes:
| For | 3,074,157 | |||
| Against | 962,910 | |||
| Abstain | 174,052 | |||
| Broker Non-Votes | 1,837,226 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description | |
| 104 | Cover Page Interactive Data File formatted in online XBRL (included as Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| ONITY GROUP INC. | ||
| (Registrant) | ||
| Date: May 21, 2025 | By: | /s/ Joseph J. Samarias |
| Joseph J. Samarias | ||
| Chief Legal Officer | ||