UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported)  July 24, 2012

 

Impac Mortgage Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

(State or Other Jurisdiction of Incorporation)

 

1-14100

 

33-0675505

(Commission File Number)

 

(IRS Employer Identification No.)

 

19500 Jamboree Road, Irvine, California

 

92612

(Address of Principal Executive Offices)

 

(Zip Code)

 

(949) 475-3600

(Registrant’s Telephone Number, Including Area Code)

 

 

(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 (see General Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

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

 

The Company held its Annual Meeting of Stockholders on July 24, 2012. For more information about the proposals, see the Company’s Proxy Statement dated April 30, 2012, the relevant portions of which are incorporated herein by reference.

 

At the Annual Meeting, stockholders representing 5,987,192 shares, or 76.3%, of the 7,845,146 shares of common stock outstanding on the record date of April 26, 2012 were present in person or by proxy, constituting a quorum for the purposes of the Annual Meeting. The matters voted upon at the Annual Meeting and the voting results were as follows:

 

Proposal Number 1 -  Election of Directors:  The Company’s stockholders elected, by a plurality of the votes cast, each of the six nominees to the Board of Directors, to serve until the Company’s 2013 annual meeting of stockholders or until their respective successors have been elected, as follows:

 

Director Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Joseph R. Tomkinson

 

1,935,287

 

159,931

 

3,891,974

 

William S. Ashmore

 

1,934,334

 

160,884

 

3,891,974

 

James Walsh

 

1,941,428

 

153,790

 

3,891,974

 

Frank P. Filipps

 

1,939,914

 

155,304

 

3,891,974

 

Stephan R. Peers

 

1,942,894

 

152,324

 

3,891,974

 

Leigh J. Abrams

 

1,937,481

 

157,737

 

3,891,974

 

 

Proposal Number 2 - Approval of Amendment to 2010 Omnibus Incentive Plan to Increase the Shares Subject to the Plan by 250,000 Shares:  Approval of the amendment to the 2010 Plan required the affirmative vote of at least a majority of votes cast of the stockholders present in person or by proxy the Annual Meeting of Stockholders.  Abstentions and broker non-votes are not counted as votes cast and had no effect on the result of the vote.  The proposal was approved by the stockholders as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

1,551,721

 

521,899

 

21,598

 

3,891,974

 

 

Proposal Number 3 — Ratification of Appointment of Independent Auditor:  Ratification of 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, 2012 required an affirmative vote of a majority of all votes cast at the Annual Meeting of Stockholders.  Abstentions are not counted 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

 

5,796,185

 

104,606

 

86,401

 

N/A

 

 

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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 24, 2012.

 

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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 hereunto duly authorized.

 

 

 

IMPAC MORTGAGE HOLDINGS, INC.

 

 

 

 

Date: July 27, 2012

 

 

By:

/s/ Todd R. Taylor

 

Name:

Todd R. Taylor

 

Title:

Executive Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.

 

Document Description

 

 

 

 

 

99.1

 

Slide Presentation from Annual Meeting of Stockholders held on June 24, 2012.

 

 

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