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SGM > SEC Filings for SGM > Form 8-K on 30-May-2014All Recent SEC Filings

Show all filings for STONEGATE MORTGAGE CORP

Form 8-K for STONEGATE MORTGAGE CORP


30-May-2014

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submissi


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 29, 2014, The Board of Directors amended the Code of Regulations of Stonegate Mortgage Corporation (the "Company") by reducing the maximum number of Directors that can serve at one time from eleven to nine. The effective date of this amendment shall be June 2, 2014.



Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of the Company was held on May 27, 2014. Shareholders voted on the matters set forth below.
1. The nominees for election to the Board of Directors were elected, each for a two-year term or until their successors shall be elected and qualified, based upon the following vote:

Nominee           Votes For  Withheld  Broker Non-Votes
Kevin Bhatt       14,750,764 3,059,205    2,924,646
Richard Kraemer   17,786,098  23,871      2,924,646

J. Scott Mumphrey 17,790,509 19,460 2,924,646

2. The proposal to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2014 was approved based upon the following vote:

Votes For Against Abstentions
13,321,103 10,220 0



Item 8.01 Other Events
On May 29, 2014, the Board of Directors appointed Richard Kraemer as Chairman of the Board of Directors of the Company in a non-executive capacity. Richard Mirro, the Company's Lead Director, resigned from that position but will continue in his capacity as a Director of the Company, as Chairman of the Company's Audit Committee, and as a member of the Company's Corporate Governance and Nominating Committee.
See the Company's Proxy Statement filed with the Securities and Exchange Commission on April 17, 2014 for descriptions of Messrs. Kraemer's and Mirro's experience and qualifications.




Item 9.01 Financial Statements and Exhibits.
(a) - (c) Not applicable.
(d) Exhibits

Exhibit No. Description
3.1 First Amendment to the Third Amended and Restated Code of Regulations


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