Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 8, 2023, Finance of America Companies Inc. (the "Company") held its
Annual Meeting of Stockholders (the "Meeting") for the purpose of voting on the
below three proposals, each of which is described in more detail in the
Company's definitive proxy statement, dated April 26, 2023.
As of the close of business on April 19, 2023, the record date for the Meeting,
there was a total voting power of 233,191,413 votes, consisting of the following
shares entitled to vote at the Meeting: (i) 87,388,810 vested shares of Class A
Common Stock, (ii) 4,258,500 unvested shares of Class A Common Stock, and (iii)
15 shares of Class B Common Stock, representing the voting power of 141,544,103
Class A LLC Units of Finance of America Equity Capital LLC ("FOAEC"). The
holders of 196,139,639 votes, or 84.11% of the voting power, consisting of
vested Class A Common Stock, unvested Class A Common Stock and Class B Common
Stock were present in person or were represented by valid proxies at the
Meeting. The shares of Class B Common Stock have no economic rights, but entitle
each holder, without regard to the number of shares of Class B Common Stock held
by such holder, to a number of votes that is equal to the aggregate number of
Class A LLC Units of FOAEC held by such holder on all matters on which holders
of Class A Common Stock are entitled to vote generally.
Proposal 1: Election of Directors
The stockholders elected the individuals listed below as directors to serve on
the Company's Board for a term expiring at the Company's 2024 annual meeting of
stockholders. The voting results were as follows:
Director Nominee Votes For Votes Withheld Broker Non-Votes
Brian L. Libman 175,018,035 9,467,658 11,653,946
Norma C. Corio 184,206,787 278,906 11,653,946
Robert W. Lord 182,027,065 2,458,628 11,653,946
Tyson A. Pratcher 184,203,799 281,894 11,653,946
Lance N. West 184,206,365 279,328 11,653,946
Proposal 2: Advisory Vote on Named Executive Officer Compensation
The stockholders approved, on a non-binding and advisory basis, the compensation
of the named executive officers of the Company. The voting results were as
follows:
Votes For Votes Against Abstain Broker Non-Votes
183,447,703 350,150 687,840 11,653,946
Proposal 3: Ratification of Appointment of BDO USA, LLP
The stockholders ratified the appointment of BDO USA, LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2023. The voting results were as follows:
Votes For Votes Against Abstain
192,329,495 3,632,714 177,430
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