---
schema_version: "secwatch.filing_event.v1"
accession: "0000910073-26-000062"
form_type: "8-K"
ticker: "FLG"
cik: "0000910073"
company_name: "FLAGSTAR BANK, NATIONAL ASSOCIATION"
filed_at: "2026-06-11T20:03:45+00:00"
generated_at: "2026-06-11T20:05:33.781510+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Flagstar shareholders approve all four proposals at 2026 annual meeting, including 12M share incentive plan increase

## Summary
- All eight director nominees elected; Steven Mnuchin received 311.1M votes for, 12.8M against.
- KPMG ratified as auditor for 2026 with 369.7M votes for, 3.6M against.
- Advisory say-on-pay vote passed with 262.4M for vs 60.8M against.
- Incentive Plan Amendment approved, increasing shares reserved by 12,000,000.
- Nearly 90% of shares voted; 347.2M of 416.8M outstanding shares represented.

## SEC filing metadata
- accession: 0000910073-26-000062
- form_type: 8-K
- ticker: FLG
- cik: 0000910073
- company_name: FLAGSTAR BANK, NATIONAL ASSOCIATION
- filed_at: 2026-06-11T20:03:45+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.02, 5.07, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/910073/000091007326000062/0000910073-26-000062-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/910073/000091007326000062/nycb-20260609.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000910073-26-000062
- JSON: https://secwatch.observer/filing/0000910073-26-000062.json
- Plain text: https://secwatch.observer/filing/0000910073-26-000062.txt

## Key facts
- Shareholder Votes
  FLAGSTAR BANK, NATIONAL ASSOCIATION shareholders approved Ratification of appointment of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2026 at the 2026-06-09 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-06-09
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/910073/000091007326000062/0000910073-26-000062-index.htm
- Shareholder Votes
  FLAGSTAR BANK, NATIONAL ASSOCIATION shareholders approved Election of Directors at the 2026-06-09 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-06-09
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/910073/000091007326000062/0000910073-26-000062-index.htm
- Shareholder Votes
  FLAGSTAR BANK, NATIONAL ASSOCIATION shareholders approved Approval of amendment to Flagstar Bank, N.A. 2020 Omnibus Incentive Plan to increase shares reserved by 12,000,000 at the 2026-06-09 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2026-06-09
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/910073/000091007326000062/0000910073-26-000062-index.htm
- Shareholder Votes
  FLAGSTAR BANK, NATIONAL ASSOCIATION shareholders approved Non-binding advisory vote to approve the compensation of the Bank's named executive officers at the 2026-06-09 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-06-09
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/910073/000091007326000062/0000910073-26-000062-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.