CoreLogic, Inc.
8-K on 11/23/2020   Download
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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): November 17, 2020

 

 

CORELOGIC, INC.

(Exact Name of the Registrant as Specified in Charter)

 

 

 

Delaware   001-13585   95-1068610

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

40 Pacifica   Irvine   California    92618-7471
(Street Address)   (City)   (State)    (Zip Code)

Registrant’s telephone number, including area code (949) 214-1000

Not Applicable

(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:

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:

 

Trading

symbol(s)

 

Name of exchange

on which registered

Common Stock, $0.00001 par value   CLGX   New York Stock Exchange
Preferred Stock Purchase Rights   CLGX   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 discussed below in Item 5.07, on November 17, 2020 the holders of a majority in voting power of all issued and outstanding shares entitled to vote at an election of directors of CoreLogic, Inc. (the “Company”) voted for the removal from office as directors of the Company of J. David Chatham, Thomas C. O’Brien and David F. Walker. The removal of Messrs. Chatham, O’Brien and Walker became effective immediately upon certification of the voting results of the Special Meeting (as defined below).

 

Item 5.07

Submission of Matters to a Vote of Security Holders

On November 17, 2020, the Company held a special meeting of stockholders (the “Special Meeting”).

Each of the proposals upon which the Company’s stockholders voted at the Special Meeting, and the certified results reported by the independent inspector of elections, First Coast Results, Inc. (“First Coast”), are set forth below.

 

  1.

The repeal of each provision of, or amendment to, the Company’s Amended and Restated Bylaws (the “Bylaws”) adopted by the Company’s board of directors (the “Board”) without the approval of the Company’s stockholders subsequent to July 6, 2020.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

53,779,523

  8,431,396   182,637  

No such amendments to the Bylaws have been made, so, while this proposal was approved by the Company’s stockholders at the Special Meeting, this proposal did not result in any change to the Bylaws.

 

  2.

The removal from office as directors of the Company of J. David Chatham, Douglas C. Curling, John C. Dorman, Paul F. Folino, Thomas C. O’Brien, Pamela H. Patenaude, Vikrant Raina, J. Michael Shepherd and David F. Walker, as well as any other person or persons elected or appointed to the Board without stockholder approval after June 18, 2020 and up to and including the date of the Special Meeting (other than the Senator and Cannae Nominees in the Nomination Proposal (each, as defined below)) (such directors, the “Incumbent Directors” and such proposal, the “Director Removal Proposal”).

 

     For    Against    Abstain    Broker Non-Votes

J. David Chatham

   53,704,596    8,103,974    540,720    —  

Douglas C. Curling

   19,985,527    8,364,750    33,999,012    —  

John C. Dorman

   19,566,898    8,347,944    34,434,641    —  

Paul F. Folino

   31,174,779    8,101,092    23,073,618    —  

Thomas C. O’Brien

   53,565,283    8,108,101    675,907    —  

Pamela H. Patenaude

   19,549,556    8,367,304    34,432,429    —  

Vikrant Raina

   19,550,227    8,366,681    34,432,592    —  

J. Michael Shepherd

   19,551,526    8,364,983    34,432,981    —  

David F. Walker

   47,827,270    8,104,824    6,417,196    —  

 

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This proposal was approved with respect to J. David Chatham, Thomas C. O’Brien and David F. Walker by the Company’s stockholders at the Special Meeting, so they were removed as directors as discussed above in Item 5.02.

 

  3.

The nomination of W. Steve Albrecht, Martina Lewis Bradford, Gail Landis, Wendy Lane, Ryan McKendrick, Katherine “KT” Rabin, Sreekanth Ravi, Lisa Wardell and Henry W. “Jay” Winship (the “Senator and Cannae Nominees”) for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the “Nomination Proposal”).

 

     For    Against    Abstain    Broker Non-Votes

W. Steve Albrecht

   53,622,323    8,105,803    615,162    —  

Martina Lewis Bradford

   17,881,973    8,365,934    36,101,383    —  

Gail Landis

   18,603,103    8,373,888    35,371,819    —  

Wendy Lane

   53,785,815    8,096,315    467,159    —  

Ryan McKendrick

   22,761,363    8,123,602    31,458,325    —  

Katherine “KT” Rabin

   17,878,659    8,374,650    36,096,000    —  

Sreekanth Ravi

   18,315,049    8,376,244    35,657,997    —  

Lisa Wardell

   17,887,164    8,373,895    36,088,231    —  

Henry W. “Jay” Winship

   53,757,961    8,116,421    474,907    —  

This proposal was approved with respect to W. Steve Albrecht, Wendy Lane and Henry W. “Jay” Winship by the Company’s stockholders at the Special Meeting, so they were nominated for appointment to the Board.

 

  4.

The amendment to Section 2.2 of Article II of the Bylaws, as set forth below, to add a new clause to Section 2.2 of Article II of the Bylaws (which shall be designated clause (b)) to provide mechanics for calling a special meeting of stockholders if no directors or less than a majority of directors are in office following the passing of the Director Removal Proposal:

“(b) Notwithstanding anything to the contrary set forth herein, unless otherwise specified by the Court of Chancery, the Chief Executive Officer or Secretary shall, within five (5) business days after the date on which the Court of Chancery issues an order requiring the Corporation to hold an election pursuant to Section 223 of the DGCL, call a special meeting of stockholders of the Corporation for the election of directors and deliver notice of such meeting as provided in Section 2.3 of this Article II. Any special meeting of stockholders of the Corporation so called shall be held at the place, date and time specified in the notice of such meeting and in accordance with applicable law (or, at such other place, date and time as may be specified by the Court of Chancery).”

 

For

 

Against

 

Abstain

 

Broker Non-Votes

23,280,062

  38,945,587   167,917  

This proposal was not approved by the Company’s stockholders at the Special Meeting, so this proposal did not result in any change to the Bylaws.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 23, 2020

 

CORELOGIC, INC.
By:  

/s/ Frank D. Martell

Name:   Frank D. Martell
Title:   President and Chief Executive Officer

 

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