Flagstar Bank (NYSE: FLG) investors back all 2026 meeting proposals
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Flagstar Bank, N.A. reports that shareholders approved all proposals at the 2026 annual meeting, including an amendment to the 2020 Omnibus Incentive Plan that increases common shares reserved for equity awards by 12,000,000. Eight directors were elected to one-year terms, KPMG LLP was ratified as independent auditor for the year ending December 31, 2026, and a non-binding advisory vote approved compensation for named executive officers. About 347,190,027 shares were represented, and the bank notes that nearly 90% of total shares outstanding were voted. Flagstar highlights progress in financial performance, risk management, and governance, and reports March 31, 2026 balances of $87.1 billion in assets, $60.7 billion in loans, $66.8 billion in deposits, and $8.1 billion in total stockholders’ equity.
Positive
- None.
Negative
- None.
Insights
Shareholders back all proposals, including a larger equity incentive pool.
Flagstar Bank, N.A. shareholders approved expanding the 2020 Omnibus Incentive Plan by 12,000,000 common shares, supporting continued use of stock-based compensation. All eight directors were elected and KPMG LLP was ratified as auditor for the 2026 fiscal year.
The say-on-pay vote passed, indicating shareholder support for named executive officer compensation. Participation was high, with 347,190,027 shares represented at the meeting. From a balance-sheet perspective, the bank reported $87.1 billion in assets and $8.1 billion in stockholders’ equity as of March 31, 2026.
These developments are typical annual-meeting outcomes and primarily affect governance and incentive structures rather than indicating a discrete change in short-term financial performance. Future company filings may provide more detail on how the enlarged incentive pool is used over time.
8-K Event Classification
4 items: 5.02, 5.07, 7.01, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Incentive shares added: 12,000,000 shares
Shares outstanding: 416,784,450 shares
Shares represented at meeting: 347,190,027 shares
+5 more
8 metrics
Incentive shares added
12,000,000 shares
Increase in common stock reserved under 2020 Omnibus Incentive Plan
Shares outstanding
416,784,450 shares
Common stock outstanding as of April 10, 2026 record date
Shares represented at meeting
347,190,027 shares
Common stock present in person or by proxy at annual meeting
Assets
$87.1 billion
Total assets as of March 31, 2026
Loans
$60.7 billion
Total loans as of March 31, 2026
Deposits
$66.8 billion
Total deposits as of March 31, 2026
Stockholders’ equity
$8.1 billion
Total stockholders’ equity as of March 31, 2026
Auditor ratification votes for
369,716,004 shares
Votes for KPMG LLP as 2026 auditor
Key Terms
2020 Omnibus Incentive Plan, broker non-votes, non-binding advisory basis, independent registered public accounting firm, +2 more
6 terms
2020 Omnibus Incentive Plan financial
"Flagstar Bank, N.A., 2020 Omnibus Incentive Plan (“Incentive Plan”)"
broker non-votes financial
"There were 49,476,445 broker non-votes on this proposal."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding advisory basis financial
"to approve, on a non-binding advisory basis, the compensation of the Bank’s named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
independent registered public accounting firm financial
"the appointment of KPMG LLP as the independent registered public accounting firm of the Bank"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
FDIC-assisted transaction financial
"acquisition of substantial portions of the former Signature Bank through an FDIC-assisted transaction"
An FDIC-assisted transaction is a deal arranged by the Federal Deposit Insurance Corporation (FDIC) when a bank is failing, where the FDIC helps transfer deposits and assets to another institution or provides financial backstops to complete a sale. Think of it like a referee stepping in to arrange a safe handoff so customers aren’t left hanging; for investors it signals government-managed risk containment that can affect asset values, potential losses, and the stability of counterparties.
reverse stock split financial
"the effects of the reverse stock split we effected in July 2024"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
FAQ
What change was made to the Flagstar Bank (FLG) 2020 Omnibus Incentive Plan?
Shareholders approved an Incentive Plan Amendment that increases the common shares reserved for issuance under the Flagstar Bank, N.A. 2020 Omnibus Incentive Plan by 12,000,000 shares. The board of directors subsequently adopted this amendment following shareholder approval.
What are Flagstar Bank’s (FLG) key balance sheet figures as of March 31, 2026?
As of March 31, 2026, Flagstar Bank reported $87.1 billion in assets, $60.7 billion in loans, deposits of $66.8 billion, and total stockholders’ equity of $8.1 billion. These figures reflect its scale as one of the largest regional banks in the country.
Who will audit Flagstar Bank’s (FLG) 2026 financial statements?
Shareholders ratified KPMG LLP as Flagstar Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote recorded 369,716,004 shares for, 3,581,585 against, and 892,438 abstentions, with no broker non-votes.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): June 9, 2026
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | Commission File Number | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | |||||||||||
(516 ) 683-4100
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
| 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | ||||
As described in Item 5.07 of this Current Report on Form 8-K (“Report”), at the annual meeting of shareholders (the “Annual Meeting”), the shareholders of Flagstar Bank, N.A. (the “Bank”) approved a proposal to amend the Flagstar Bank, N.A., 2020 Omnibus Incentive Plan (“Incentive Plan”) to increase the shares of Common Stock reserved for issuance under the Incentive Plan by 12,000,000 shares (the “Incentive Plan Amendment”). Accordingly, the Board of Directors has adopted the Incentive Plan Amendment. The foregoing description of the Incentive Plan (as amended) does not purport to be complete and is qualified in its entirety by reference to the text of the Incentive Plan (as amended), which is attached as Exhibit 10.1 to this Report and is incorporated herein by reference.
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders | ||||
(a)The Annual Meeting of the Bank was held on Tuesday, June 9, 2026 , virtually via webcast, pursuant to notice duly given.
(b)At the close of business on April 10, 2026, the record date for the determination of shareholders entitled to vote at the Annual Meeting, there were 416,784,450 outstanding shares of the Bank’s common stock, each share being entitled to vote, constituting all of the outstanding voting securities of the Bank.
(c)At the Annual Meeting, the holders of 347,190,027 shares of the Bank’s common stock were represented in person or by proxy constituting a quorum.
(d)The matters considered and voted on by the Bank’s shareholders at the Annual Meeting, and the vote itself, were as follows:
1)The following individuals were elected as directors, each for a one-year term, by the following vote:
| Name | Shares Voted For | Shares Voted Against | Abstentions | |||||||||||||||||
| Milton Berlinski | 317,274,695 | 6,539,740 | 899,147 | |||||||||||||||||
| Alan Frank | 320,866,496 | 2,975,197 | 871,889 | |||||||||||||||||
| Marshall Lux | 317,277,171 | 6,554,116 | 882,295 | |||||||||||||||||
| Eli H. Miller | 321,380,715 | 2,463,785 | 869,082 | |||||||||||||||||
| Steven T. Mnuchin | 311,080,540 | 12,803,427 | 829,615 | |||||||||||||||||
| Joseph Otting | 320,823,418 | 3,026,823 | 863,341 | |||||||||||||||||
| Allen C. Puwalski | 321,353,297 | 2,490,765 | 869,520 | |||||||||||||||||
| Jennifer R. Whip | 320,377,273 | 3,505,434 | 830,875 | |||||||||||||||||
There were 49,476,445 broker non-votes on this proposal.
2)The appointment of KPMG LLP as the independent registered public accounting firm of the Bank for the fiscal year ending December 31, 2026, was ratified by the following vote:
| Shares Voted For | Shares Voted Against | Abstentions | ||||||||||||
| 369,716,004 | 3,581,585 | 892,438 | ||||||||||||
There were 0 broker non-votes on this proposal.
3)The results of the vote to approve, on a non-binding advisory basis, the compensation of the Bank’s named executive officers were as follows:
| Shares Voted For | Shares Voted Against | Abstentions | ||||||||||||
| 262,444,105 | 60,772,773 | 1,496,704 | ||||||||||||
There were 49,476,445 broker non-votes on this proposal.
4)The results of the vote to approve the Incentive Plan Amendment to the Flagstar Bank, N.A. 2020 Omnibus Incentive Plan were as follows:
| Shares Voted For | Shares Voted Against | Abstentions | ||||||||||||
| 274,608,504 | 48,478,199 | 1,626,879 | ||||||||||||
There were 49,476,445 broker non-votes on this proposal.
| ITEM 7.01 | Regulation FD Disclosures | ||||
On June 9, 2026, the Bank issued a press release announcing preliminary voting results from the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Item 7.01, as well as Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| ITEM 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits
| Exhibit | Description of Exhibit | |||||||
| No. | ||||||||
| 10.1 | Amended Flagstar Bank, N.A 2020 Omnibus Incentive Plan | |||||||
| 99.1 | Press release issued by the Bank on June 9, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
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.
| Date: | June 11, 2026 | Flagstar Bank, National Association | |||||||||
| /s/ Peter Sullivan | |||||||||||
| Peter Sullivan | |||||||||||
| Executive Vice President and General Counsel | |||||||||||
102 Duffy Avenue, Hicksville, NY 11801 ● Phone: (516) 683-4420 ● flagstar.com NEWS RELEASE Investor Contact: FOR IMMEDIATE RELEASE Salvatore J. DiMartino (516) 683-4286 FLAGSTAR BANK, N.A. ANNOUNCES PRELIMINARY RESULTS OF 2026 ANNUAL SHAREHOLDERS’ MEETING HICKSVILLE, N.Y., June 9, 2026 – Flagstar Bank, N.A. (NYSE: FLG) (the “Bank”) announced today that, based on preliminary voting results from the 2026 Annual Shareholders’ Meeting held earlier today, all four proposals were approved by shareholders. Based on these preliminary results, the Bank’s shareholders approved the following: The election of eight directors to one-year terms of office; The ratification of the appointment of KPMG, LLP as the Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2026; By a non-binding advisory vote, the approval of the compensation of the Bank’s Named Executive Officers; and Approval of an Amendment to the Flagstar Bank, N.A., 2020 Omnibus Incentive Plan. Commenting on today’s results, Executive Chairman and Chief Executive Officer, Joseph M. Otting stated, “We are grateful for the strong support received from our shareholders at today’s Annual Meeting as nearly 90% of total shares outstanding were voted this year. The preliminary results affirm the progress the Bank has made in improving our financial performance, our risk management and corporate governance frameworks, and building a foundation for long-term growth. We appreciate the confidence our shareholders have placed in our Board of Directors and executive leadership team and remain committed to creating value and providing exceptional service to our customers and communities.” The Bank expects to file a Form 8-K with final voting results within the next four business days.
Flagstar Bank, N.A. Flagstar Bank, N.A. is one of the largest regional banks in the country and is headquartered in Hicksville, New York. At March 31, 2026, the Bank had $87.1 billion of assets, $60.7 billion of loans, deposits of $66.8 billion, and total stockholders' equity of $8.1 billion. Flagstar Bank, N.A. operates approximately 340 locations across nine states, with strong footholds in the greater New York/New Jersey metropolitan region and in the upper Midwest, along with a significant presence in fast-growing markets in Florida and the West Coast. Cautionary Statements Regarding Forward-Looking Language This press release may include forward-looking statements by us and our authorized officers pertaining to such matters as our goals, beliefs, intentions, and expectations regarding, among other things: (a) revenues, earnings, loan production, asset quality, liquidity position, capital levels, risk analysis, divestitures, acquisitions, and other material transactions, among other matters; (b) the future costs and benefits of the actions we may take; (c) our assessments of credit risk and probable losses on loans and associated allowances and reserves; (d) our assessments of interest rate and other market risks; (e) our ability to achieve profitability goals within projected timeframes and to execute on our strategic plan, including the sufficiency of our internal resources, procedures and systems; (f) our ability to attract, incentivize, and retain key personnel and the roles of key personnel; (g) our ability to achieve our financial and other strategic goals, including those related to our recent holding company reorganization, which was completed in October 2025 (the "Reorganization"), our merger with Flagstar Bancorp, Inc., which was completed in December 2022, our acquisition of substantial portions of the former Signature Bank through an FDIC-assisted transaction, which was completed in March 2023, and our ability to comply with the heightened regulatory standards with respect to governance and risk management programs to which we are subject as a national bank with assets of $50 billion or more; (h) the impact of the $1.05 billion capital raise we completed in March 2024; (i) the conversion or exchange of shares of our preferred stock; (j) the payment of dividends on shares of our capital stock, including adjustments to the amount of dividends payable on shares of our preferred stock; (k) the availability of equity and dilution of existing equity holders associated with future equity awards and stock issuances; (l) the effects of the reverse stock split we effected in July 2024; and (m) the impact of the 2024 sale of our mortgage servicing operations, third party mortgage loan origination business, and mortgage warehouse business. Forward-looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “should,” "confident," and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. Additionally, forward-looking statements speak only as of the date they are made; we do not assume any duty, and do not undertake, to update our forward-looking statements. Furthermore, because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those anticipated in our statements, and our future performance could differ materially from our historical results. Our forward-looking statements are subject to, among others, the following principal risks and uncertainties: general economic conditions and trends, either nationally or locally; conditions in the securities, credit and financial markets; changes in interest rates; changes in deposit flows, and in the demand for deposit, loan, and investment products and other financial services; changes in real estate values; changes in the quality or composition of our loan or investment portfolios, including associated allowances and reserves; changes in future allowance for credit losses, including changes required under relevant accounting and regulatory requirements; the ability to pay future dividends; changes in our capital management and balance sheet strategies and our ability to successfully implement such strategies; our ability to achieve the anticipated benefits of the Reorganization; changes in our Board of Directors and our executive management team; changes in our strategic plan, including changes in our internal resources, procedures and systems, and our ability to successfully implement such plan; changes in competitive pressures among financial institutions or from non-financial institutions; changes in legislation, regulations, and policies; the impacts of tariffs, sanctions and other trade policies of the United States and its global trading counterparts; the outcome of federal, state, and local elections and the resulting economic and other impact on the areas in which we conduct business; the impact of changing political conditions or federal
government shutdowns; the imposition of restrictions on our operations by bank regulators; the outcome of pending or threatened litigation, or of investigations or any other matters before regulatory agencies, whether currently existing or commencing in the future; our ability to comply with heightened regulatory standards with respect to governance and risk management programs to which we are subject as a national bank with assets of $50 billion or more; the restructuring of our mortgage business; our ability to recognize anticipated cost savings and enhanced efficiencies with respect to our balance sheet and expense reduction strategies; the impact of failures or disruptions in or breaches of our operational or security systems, data or infrastructure, or those of third parties, including as a result of cyberattacks or campaigns; the impact of natural disasters, extreme weather events, civil unrest, international military conflict, terrorism or other geopolitical events; and a variety of other matters which, by their nature, are subject to significant uncertainties and/or are beyond our control. Our forward-looking statements are also subject to the following principal risks and uncertainties with respect to our merger with Flagstar Bancorp, which was completed in December 2022, and our acquisition of substantial portions of the former Signature Bank through an FDIC-assisted transaction, which was completed in March 2023: the possibility that the anticipated benefits of the transactions will not be realized when expected or at all; the possibility of increased legal and compliance costs, including with respect to any litigation or regulatory actions related to the business practices of acquired companies or the combined business; diversion of management's attention from ongoing business operations and opportunities; the possibility that we may be unable to achieve expected synergies and operating efficiencies in or as a result of the transactions within the expected timeframes or at all; and revenues following the transactions may be lower than expected. More information regarding some of these factors is provided in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2025, and in other reports we file with the Office of the Comptroller of the Currency (the “OCC”) and voluntarily file with the Securities and Exchange Commission (the “SEC”), and which are also available on our Investor Relations website. Our forward-looking statements may also be subject to other risks and uncertainties, including those we may discuss in this news release, on our conference call, during investor presentations, or in our securities disclosure filings. All such files are accessible on our website at ir.flagstar.com, on the OCC's website at www.occ.gov, and on the SEC’s website at www.sec.gov.