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IMH > SEC Filings for IMH > Form 8-K on 25-Jul-2014All Recent SEC Filings

Show all filings for IMPAC MORTGAGE HOLDINGS INC

Form 8-K for IMPAC MORTGAGE HOLDINGS INC


25-Jul-2014

Results of Operations and Financial Condition, Change in Directors or


Item 2.02 Results of Operations and Financial Condition.

Attached as Exhibit 99.1 to this Current Report is the slide presentation from the Company's Annual Meeting of Stockholders held on July 22, 2014 and the information therein is incorporated herein by reference.

The information contained in this Item 2.02 and Exhibit 99.1 included with this Current Report on Form 8-K, is being furnished pursuant to Item 2.02 and 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 such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as otherwise stated in such filing.



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

On July 22, 2014, the stockholders of Impac Mortgage Holdings, Inc. (the "Company") approved an amendment to the Company's 2010 Omnibus Incentive Plan, as amended (the "Plan"), increasing the number of shares available under the Plan by 300,000 shares. Awards under the Plan may include incentive stock options, nonqualified stock options, stock appreciation rights, restricted shares of common stock, restricted stock units, performance share or unit awards, other stock-based awards and cash-based incentive awards. The increase in shares available under the Plan is designed to enhance the flexibility in granting stock options and other awards to officers, employees, non-employee directors and other key persons and to ensure that the Company can continue to grant stock options and other awards to such persons at levels determined to be appropriate by the Company's compensation committee.

A description of the terms and conditions of the Plan is set forth in the Company's definitive Proxy Statement for the 2014 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on May 19, 2014, under the heading "Proposal No. 2 - Approval of Amendment to 2010 Omnibus Incentive Plan to Increase the Shares Subject to the Plan by 300,000 Shares", which such description is incorporated herein by reference. The summary of the terms and conditions of the Plan is not a complete discussion of the document. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Plan included as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.



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

The Company held its annual meeting of stockholders on July 22, 2014. For more information about the proposals set forth below, please see the Company's definitive Proxy Statement filed with the Securities and Exchange Commission on May 19, 2014. There were 9,160,309 shares of common stock present in person or by proxy at the meeting. The final voting results on each of the matters submitted to a vote of stockholders were as follows:

Proposal No. 1: To elect a Board of Directors to serve for the ensuing year. There were six nominees for the Company's Board of Directors. The affirmative vote of a plurality of all of the votes cast at the meeting was necessary for the election of a nominee for director. Broker non-votes did not count as votes cast and had no effect on the result of the vote. Each of the six nominees listed below have been elected to serve on the Board of Directors until the Company's 2015 annual meeting of stockholders or until their respective successors are elected and qualify. The voting results were as follows:

Director Nominee      Votes For   Votes Withheld   Broker Non-Votes
Joseph R. Tomkinson   3,611,582      258,325          3,606,917
William S. Ashmore    3,608,091      261,816          3,606,917
James Walsh           3,097,671      772,236          3,606,917
Frank P. Filipps      3,645,737      224,170          3,606,917
Stephan R. Peers      3,094,945      774,962          3,606,917
Leigh J. Abrams       3,096,510      773,397          3,606,917


Proposal No. 2: To approve an amendment to the Company's 2010 Omnibus Incentive Plan to increase the number of shares of common stock subject to the plan by 300,000 shares. Approval of the proposal required the affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the meeting. Abstentions had the same effect as a vote against the proposal and broker non-votes were not counted as shares entitled to vote and had no effect on the result of the vote. The proposal was approved by a vote of stockholders as follows:

Votes For Votes Against Abstentions Broker Non-Votes 2,685,796 1,170,353 13,758 3,606,917

Proposal No. 3: To ratify the appointment of Squar, Milner, Peterson, Miranda & Williamson, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014. Approval of the proposal required the affirmative vote of a majority of all votes cast at the meeting. Abstentions did not count as votes cast and had no effect on the result of the vote. The proposal was approved by a vote of stockholders as follows:

Votes For Votes Against Abstentions Broker Non-Votes 7,033,345 328,510 114,969 N/A

Proposal No. 4: To approve the Company's Tax Benefits Preservation Rights Agreement. The affirmative vote of a majority of the votes cast at the meeting was required to approve the proposal. Abstentions and broker non-votes did not count as votes cast and did not have an effect on the result of the vote. The proposal was approved by a vote of stockholders as follows:

Votes For Votes Against Abstentions Broker Non-Votes 3,639,928 186,077 43,902 3,606,917



Item 7.01 Regulation FD Disclosure.

Attached as Exhibit 99.1 to this Current Report is the slide presentation from the Company's Annual Meeting of Stockholders held on July 22, 2014 and the information therein is incorporated herein by reference.

The information contained in this Item 7.01 and Exhibit 99.1 included with this Current Report on Form 8-K, is being furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise stated in such filing.



Item 9.01 Financial Statements and Exhibits.

Exhibit                                  Description
10.1         2010 Omnibus Incentive Plan, as amended
99.1         Slide presentation from Annual Meeting of Stockholders held on
             July 22, 2014


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