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
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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. |
We held our Annual Meeting of Shareholders on May 23, 2025 to allow our stockholders to vote on the matters disclosed in our Proxy Statement. The final voting results for the matters submitted to a vote of stockholders were as follows:
Proposal I: Election of Directors.
All of our Directors were re-elected and received the following votes:
| Number of Votes | ||||||||||||||||
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Dorika M. Beckett |
23,327,805 | 124,701 | 6,568 | 1,044,375 | ||||||||||||
| Michael W. Chiao |
23,299,964 | 46,219 | 112,891 | 1,044,375 | ||||||||||||
| Christopher D. Farrar |
23,442,076 | 14,179 | 2,819 | 1,044,375 | ||||||||||||
| Alan H. Mantel |
23,203,338 | 142,820 | 112,916 | 1,044,375 | ||||||||||||
| John P. Pitstick |
23,344,960 | 1,223 | 112,891 | 1,044,375 | ||||||||||||
| John A. Pless |
22,933,970 | 522,311 | 2,793 | 1,044,375 | ||||||||||||
| Joy L. Schaefer |
23,327,805 | 124,71 | 6,568 | 1,044,375 | ||||||||||||
| Omar Maasarani |
23,442,741 | 13,539 | 2,794 | 1,044,375 | ||||||||||||
Proposal II: The approval of our named executive officers’ compensation on an advisory basis, including the following resolution:
Resolved, that the compensation paid to the Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosure is approved.
Our shareholders voted as noted below and approved the resolution and our 2024 executive compensation.
| Number of Votes |
||||
| For |
23,185,417 | |||
| Against |
160,640 | |||
| Abstain |
113,017 | |||
| Broker Non-Votes |
1,044,375 | |||
Proposal III. The ratification of RSM US LLP as our independent auditor for 2025.
Our shareholders ratified RSM US LLP as our independent auditor for 2025 with the following votes:
| Number of Votes |
||||
| For |
24,390,052 | |||
| Against |
110,638 | |||
| Abstain |
2,759 | |||
Proposal IV: Approve the Increase to the Share Reserve Under our 2020 Omnibus Incentive Plan
Our shareholders voted as noted below and approved the increase to the share reserve under our 2020 Omnibus Incentive Plan.
| Number of Votes |
||||
| For |
23,283,863 | |||
| Against |
172,352 | |||
| Abstain |
2,859 | |||
| Broker Non-Votes |
1,044,375 | |||
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 104 | Cover Page Interactive File (embedded with the Inline XBRL document) |
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 thereunto duly authorized.
| Velocity Financial, Inc. | ||||||
| May 28, 2025 | /s/ Roland T. Kelly | |||||
| Roland T. Kelly | ||||||
| Chief Legal Officer, General Counsel and Corporate Secretary | ||||||
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