Onity Group Inc. (ONIT) Earnings Call Transcript & Summary

Welcome to the Ocwen Financial Corporation's 2021 Annual Meeting of Shareholders. I'd like to hand the meeting over to our first presenter, Phyllis Caldwell, Chair of the Board of Ocwen Financial Corporation.

Thank you, Peter. Good morning, ladies and gentlemen. I'm Phyllis Caldwell, Chair of the Board of Ocwen Financial Corporation. On behalf of our Board of Directors, I would like to extend to each of you a sincere welcome to this Annual Meeting of Shareholders. As we continue to prioritize the health of our employees and shareholders, we are once again holding this meeting in a virtual format. We thank you for participating in this virtual meeting, and we hope to return to seeing you in-person next year. I understand we have shareholders and guests with us online. Thank you for joining. Our virtual meeting provider, Broadridge, is standing by for technical support. We appreciate your patience should any unanticipated issues arise. I would also like to thank those shareholders who are unable to participate in this virtual meeting today, but who took the time to send us their proxies. Their participation in the governance of the company is much appreciated. Joining me are Glen Messina, President and Chief Executive Officer; June Campbell, Chief Financial Officer; John Britti, Chief Investment Officer; Joe Samarias, General Counsel and Corporate Secretary; and Leah Hutton, Deputy General Counsel and Assistant Company Secretary. In addition to Glen and myself, we are joined by the other Directors of our Board of Directors, Alan Bowers, Jacques Busquet, Jenne Britell, DeForest Soaries, Jr. and Kevin Stein. [ Scott Trudy ] of Deloitte & Touche LLP, our independent accounting firm, has also joined us and is available to respond to questions. Before turning to the business portion of today's meeting, on behalf of the Ocwen Board of Directors, I would like to thank Glen and the entire Ocwen team for their agility and leadership over this past year as we have adapted to the extraordinary challenges presented by the pandemic. Thank you, Glen, and thank you, Ocwen associates around the globe. And to our associates in India and Philippines, please know our thoughts are with you during this very difficult time. We'll now turn to the business portion of today's meeting. I hereby call this meeting to order. On March 26, 2021, the record date fixed by the Board of Directors for determining shareholders entitled to notice of and to vote at this meeting, the company had 8,688,115 shares of common stock outstanding. Notice of this meeting was mailed on or about April 21, 2021, to all shareholders of record as of the record date. A copy of the notice and proof of mailing will be filed with the records for this meeting. The list of shareholders of the company as of the record date is available through the virtual meeting website and will remain open for inspection until the close of the meeting. Before proceeding to items of business, I want to mention 4 housekeeping items. First, Joe Samarias will act as secretary for this meeting. Second, the Board has appointed Joe Samarias and Leah Hutton to be the judges of election for the purpose of overseeing the tabulation of votes at this meeting. Third, if you join this meeting through the shareholder log-in portal of the virtual meeting website, you have the option to cast your vote on the matters presented at any time during this meeting until I announce that voting is closed, following the presentation of the proposals. If you've previously submitted your vote on the matters presented, your vote during this meeting will supersede your prior vote. And fourth, a copy of our agenda for this meeting, our bylaws and our 2021 proxy statement are available through the virtual meeting website. If you joined this meeting through the shareholder log-in portal and wish to ask a question regarding the matters presented, please click on the box labeled Q&A in the lower right corner of your screen. A question must be relevant to the specific business being conducted at the meeting, or directed toward matters of corporate governance in order to be considered for discussion. We will address all appropriate questions during the question-and-answer period at the end of this meeting provided the time permits. Glen Messina and Joe Samarias hold proxies to vote for a total of 6,568,174 shares of common stock, which represent over 75% of the combined voting power of the company's voting stock. As this represents at least a majority of the votes that all shareholders are entitled to cast, a quorum is, therefore, present for this meeting. We will now proceed to the 4 items being voted upon at this meeting. Voting will be closed after we have covered all 4 proposals. The first item on the agenda is the election of Directors. As set forth in the proxy statement, which was sent to all shareholders, 7 Directors are to be elected to the Board of Directors for a term of 1 year or until their successors are elected and qualified. The Board of Directors has nominated the following individuals for a Director. Myself, Phyllis R. Caldwell, Alan J. Bowers, Jenne K. Britell, Jacques J. Busquet, Glen A. Messina, DeForest B. Soaries, Jr. and Kevin Stein. The Chair will now entertain a motion to put these nominees before the shareholders.

Madam Chair, I am a shareholder, and I move to elect the 7 individuals named as Directors.

Thank you. May I have a second?

Madam Chair, I am a shareholder, and I second the motion.

Thank you. We will now -- we will close voting on the election of Directors and the other matters before the meeting at the same time. Therefore, let us move to the other items on the agenda. The next item on the agenda is the ratification on an advisory basis of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2021. The Chair will entertain a motion to put this matter before the meeting.

Madam Chair, I move to approve the ratification on an advisory basis of Deloitte & Touche LLP as proposed.

Thank you. May I have a second?

Madam Chair, I second the motion.

Thanks. Please note that a representative of Deloitte & Touche LLP is present and will be available to respond to questions from you at the conclusion of the meeting. Moving on, the next agenda on -- next item on the agenda is an advisory vote to approve named executive officer compensation. The Chair will entertain a motion to put this matter before the meeting.

Madam Chair, I move to approve the advisory resolution on named executive officer compensation.

May I have a second?

Madam Chair, I second the motion.

Thank you. And finally, the last item on the agenda is approval of the Ocwen Financial Corporation 2021 equity incentive plan. The Chair will entertain a motion to put this matter before the meeting.

Madam Chair, I move to approve the Ocwen Financial Corporation 2021 equity incentive plan as proposed.

May I have a second?

Madam Chair, I second the motion.

Thank you. We will now close voting on the matters before the meeting and proceed to the results of balloting. I will ask Joe Samarias as one of our judges of election to confirm the results.

Madam Chair, the results of balloting are as follows. With respect to proposal number 1, each of the nominees has received the affirmative vote of a plurality of the votes cast, therefore, Phyllis Caldwell, Alan Bowers, Jenne Britell, Jacques Busquet, Glen Messina, DeForest Soaries, Jr. and Kevin Stein have each been elected to serve as Directors for a 1-year term expiring in the year 2022. With respect to proposal number 2, the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2021 has been ratified on an advisory basis, having received the affirmative vote of a majority of the votes cast. With respect to proposal number 3, the advisory resolution to approve named executive officer compensation as set forth in the proxy statements sent to all shareholders has received the affirmative vote of a majority of the votes cast. With respect to proposal number 4, the resolution to approve the Ocwen Financial Corporation 2021 equity incentive plan has received the affirmative vote of a majority of the votes cast.

Thank you, Joe. I note that with respect to proposal 2 regarding ratification of the auditor appointment, and proposal 3 regarding executive compensation, it will be up to the Board of Directors and the appropriate Board committees to consider and determine the appropriate response to the shareholder feedback received today in the form of these advisory votes. At this time, I will address shareholder questions that have been submitted during the course of this meeting. Joe, will you please read any questions that have been submitted?

Madam Chair, I can confirm that there are no questions that have been submitted.

Thank you. There being no other business to come before this meeting. I now declare this meeting adjourned. Thank you for your participation and for your attendance at this meeting. We look forward to seeing you at next year's annual meeting, and we hope we can be together in person. Thank you, and have a great day.

That concludes the Ocwen Financial Corporation's 2021 Annual Meeting of Shareholders. Thank you for attending. You may now disconnect.