Summary of FLAGSTAR BANCORP INC

Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Principal Officer; Election of Directors;
Appointment of Principal Officer; Compensatory Arrangements of Certain Officers Resignation of Directors
On May 26, 2009, Michael Lucci, Sr., Robert W. DeWitt, and William F. Pickard resigned from the Board of Directors (the "Board") of Flagstar Bancorp, Inc. (the "Company") as a result of the election of Walter N. Carter, Lesley Goldwasser and David L. Treadwell to the Board at the Company's 2009 Annual Meeting of Stockholders (the "Annual Meeting").
Amendment to the Company's 2006 Equity Incentive Plan (the "2006 Plan") At the Annual Meeting on May 26, 2009, the Company's stockholders approved the following amendments to the 2006 Plan:
(i) increase the total number of shares of the Company's common stock available for awards under the 2006 Plan by 75,000,000, from 2,268,280 shares to 77,268,280 shares; and
(ii) to increase the individual annual grant limit for options and stock appreciation rights to 5,000,000 shares from 750,000 shares and for all other awards to 10,000,000 shares from 400,000 shares. The Board approved the amendments to the 2006 Plan on March 28, 2009, subject to stockholder approval. A description of the 2006 Plan is set forth in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 27, 2009 (the "2009 Proxy Statement") in "ANNEX C - 2006 EQUITY INCENTIVE PLAN INFORMATION." The description of the 2006 Plan is qualified in its entirety by reference to the full text of the 2006 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.03 Amendments to Articles of Incorporation and Bylaws; Change in Fiscal Year
At the Annual Meeting on May 26, 2009, the Company's stockholders approved amendments to the Company's Amended and Restated Articles of Incorporation (the "Articles") to increase the number of authorized shares of common stock from 150,000,000 to 750,000,000, delete the requirement to divide the Board into two classes of directors, delete references to Chapter 7B of the Michigan Business Corporation Act, require majority voting for the election of directors in non contested elections, and reduce to a majority of the Board, from two-thirds of the Board, the vote required by directors to adopt, repeal, alter, amend and rescind the Company's bylaws. On May 29, 2009, the Company filed a Certificate of Amendment to the Articles with the State of Michigan for the purpose of amending the Articles in accordance with the vote of the Company's shareholders. The Articles, as amended, are attached as Exhibit 3.1.
Also, subject to shareholder approval of the amendments to the Articles, the Board previously approved amendments to the Company's Fifth Amended and Restated Bylaws to delete the requirement to divide the Board into two classes of directors, require majority voting for the election of directors in non contested elections, and reduce to a majority of the Board, from two-thirds of the Board, the vote required by directors to adopt, repeal, alter, amend and rescind such Bylaws. The amendments to, and the restatement of, the Fifth Amended and Restated Bylaws of the Company were effective upon the effectiveness of the amendments to the Articles. The Sixth Amended and Restated Bylaws of the Company are attached as Exhibit 3.2.
Item 8.01. Other Events.
The Company held the Annual Meeting on May 26, 2009. A total of 452,743,721 shares of voting stock and 77,743,721 shares of common stock were represented in person or by proxy, or 97.3% of the total voting stock outstanding and 86.0% of the total common stock outstanding, respectively. The results of the 11 proposals presented to the Company's stockholders at the Annual Meeting were as follows (numbers reflect voting stock unless otherwise noted):

(i) elected the 10 director nominees:

                 Name                       For            Withheld

                 Walter N. Carter       443,537,294        9,206,427

                 James D. Coleman       449,726,625        3,017,096

                 Gregory Eng            440,409,809       12,333,912

                 Lesley Goldwasser      450,143,958        2,599,763

                 Mark T. Hammond        443,629,414        9,114,307

                 Jay J. Hansen          450,199,521        2,544,200

                 David J. Matlin        440,378,092       12,365,629

                 Mark Patterson         443,380,706        9,363,015

                 B. Brian Tauber        450,179,086        2,564,635

                 David L. Treadwell     450,189,717        2,554,004

Thomas J. Hammond continued as a director after the Annual Meeting.
(ii) approved an amendment to the Articles increasing the number of authorized shares of common stock from 150,000,000 to 750,000,000:

                             For            Against       Abstain      Broker Non-Vote

        Voting Stock     431,464,021       1,150,017       93,356           20,036,327

        Common Stock      56,464,021       1,150,017       93,356           20,036,327

(iii) approved an amendment to the Articles deleting the requirement to divide the Board into two classes of directors: