PennyMac Financial reduces board to 11 directors; stockholder agreement amended after retirements

PennyMac Financial Services, Inc.

Board maximum reduced from 13 to 11 following retirements of James K. Hunt and Emily Youssouf on Dec 31, 2024.
Fourth Amended and Restated Stockholder Agreement signed with HC Partners to reflect the change.
Bylaws amended accordingly (Third Amendment to Bylaws filed as Exhibit 3.1).
HCP retains nomination rights: 2 directors if holding 15%+ voting power, 1 if 10%+ (excluding charitable entities).
Stockholder agreement also provides consent rights for charter/bylaw amendments adverse to HCP.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

PennyMac Financial Services, Inc.: Decreased maximum number of directors from thirteen to eleven (effective 2024-12-31).

Change: bylaw amendment
Effective: 2024-12-31

Exact text from the filing

On December 31, 2024 , the Board amended Article II, Section 1 of the Company’s Amended and Restated Bylaws (the “Third Amendment”) in connection with the retirement of James K. Hunt and Emily Youssouf to decrease the maximum number of directors to serve on the Board from thirteen to eleven.

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PennyMac Financial Services, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-25-000828

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