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

Flagstar Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Michigan		1-16577		38-3150651
(State or other jurisdiction of		(Commission File		(I.R.S. Employer
incorporation)		Number)		Identification No.)

5151 Corporate Drive, Troy, Michigan		48098
(Address of principal executive offices)		(Zip Code)

(248) 312-2000
(Registrant’s telephone number, including area code)

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:

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 5.02 Departure of Directors or Principal Officer; Election of Directors; Appointment of Principal Officer; Compensatory Arrangements of Certain Officers

Amendment to the Company’s 2006 Equity Incentive Plan (the “2006 Plan”)

At the Annual Meeting of Stockholders on May 17, 2011 (the “Annual Meeting”), the stockholders of Flagstar Bancorp, Inc. (the “Company”) 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 15,000,000, from 7,726,828 shares to 22,726,828 shares; and

(ii) to increase the individual annual grant limit for options and stock appreciation rights to 5,000,000 shares from 500,000 shares and other awards to 5,000,000 shares from 1,000,000 shares, and to increase the maximum number of incentive stock options available for issuance to 1,500,000 shares from 97,950 shares.

The Board approved the amendments to the 2006 Plan on April 21, 2011, 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 25, 2011 in “ANNEX A — 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 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting on May 17, 2011, a total of 532,557,661 shares of common stock was represented in person or by proxy, or 96.2% of the 553,772,453 shares of common stock outstanding on April 1, 2011, the record date. The results of the four proposals presented to the Company’s stockholders at the Annual Meeting were as follows:

(i) elected the nine director nominees;

Name		For				Withheld				Broker Non-Vote
Joseph P. Campanelli			452,441,477				11,672,897				68,443,287
Walter Carter			452,252,707				11,861,667				68,443,287
James D. Coleman			454,213,437				9,900,937				68,443,287
Gregory Eng			441,699,941				22,414,433				68,443,287
Jay J. Hansen			461,824,386				2,289,988				68,443,287
David J. Matlin			441,797,009				22,317,365				68,443,287
James A. Ovenden			461,798,206				2,316,168				68,443,287
Mark Patterson			452,248,855				11,865,519				68,443,287
David L. Treadwell			461,809,956				2,304,418				68,443,287

(ii) increased the maximum number of shares available for awards, the individual award limits and the maximum number of incentive option shares available for issuance under the Company’s 2006 Equity Incentive Plan;

		For				Against				Abstain				Broker Non-Vote
			453,977,183				9,863,054				274,136				68,443,288

(iii) ratified the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accountants for the year ending December 31, 2011; and

		For				Against				Abstain				Broker Non-Vote
			529,542,763				2,046,948				967,950				—

(iv) considered and approved an advisory (non-binding) proposal relating to the executive pay-for-performance compensation employed by the Company.

		For				Against				Abstain				Broker Non-Vote
			393,527,133				70,210,299				376,941				68,443,288

Item 9.01 Financial Statements and Exhibits

     (c) The following exhibits are being furnished herewith:

Exhibit No.		Exhibit Description
10.1		2006 Equity Incentive Plan, as amended.

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.