Good morning, ladies and gentlemen. Thank you for joining the Flagstar Bank 2026 Annual Meeting of Shareholders. At this time, I would like to turn the meeting over to Joseph Otting, Executive Chairman and Chief Executive Officer of Flagstar Bank. Mr. Otting, please go ahead.
Thank you, operator. Good morning, everyone. On behalf of the Board of Directors, our Executive Leadership Team, and all our teammates, I'd like to welcome you to our 2026 Annual Meeting of Shareholders. Joining me on today's call is Lee Smith, our current Co-President, Co-Chief Operating Officer, and Chief Financial Officer, and Bao Nguyen, our Chief Legal Officer, Chief of Staff, and COO for Consumer and Retail Banking. As in previous years, this year's meeting is being conducted virtually. Shareholders will be able to ask any proposal-related questions when each specific proposal is discussed. There also will be an opportunity for shareholders to ask non-proposal-related questions later in the meeting. Additionally, instructions on how to vote, change your vote, or ask a question are contained in the rules of order, which are posted on the shareholder meeting website.
I'd like to introduce the members of our Board of Directors, all of whom are joining this meeting virtually in addition to myself, standing for election this year. First is Steven Mnuchin, who serves as our Lead Director and Chairman of the Nominating and Governance Committee. Milton Berlinski, who is Chairman of the Compensation Committee. Al Frank, who is Chairman of the Audit Committee. Marshall Lux, who's Chairman of the Technology and Operations Committee. Eli Miller. Alan Pawiowski , who is Chairman of the Risk Assessment Committee. Jennifer Whip. I would like to thank them for their service to the bank and for their advice and counsel over the past year. Also joining us for today's annual meeting is our Executive Leadership Team. I would like to personally thank each of them for their commitment and service to Flagstar Bank.
I would also like to acknowledge Sandro DiNello , who is not standing for re-election at today's meeting. Sandro was a longtime CEO of Legacy Flagstar Bank and remained on the Board after the merger. For myself and my fellow Board members, Sandro's insights and business acumen have served our organization well. I'd like to thank him for his many years of service and wish him well. While he won't be serving on the Board, we all know we can count on him to help support our business and client growth. On behalf of our Board of Directors and Executive Leadership Team, I would like to thank our teammates for their extraordinary work and dedication over the last year. While serving in a frontline role or in a support function, each teammate plays a valuable key role in the bank's success.
I would also like to express my appreciation to our customers for their loyalty and trust in calling us their bank. Finally, I'm grateful to our shareholders for their continued support and confidence in the bank and our strategy. Now I'd like to turn it over to Bao, who is serving as secretary of today's meeting, to review the rules of order and provide the notice of the annual meeting.
Thank you, Joseph. First, I'd like to draw your attention to the agenda, the rules of order, and safe harbor statement, which are available on the website for today's meeting. As outlined in the notice of annual meeting, the purpose of today's meeting is to consider the following four proposals. First, the election of eight director nominees to the board of directors, each to serve for a one-year term. Second, the ratification of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026. Third, to approve on a non-binding advisory basis the compensation of the bank's named executive officers. Four, approval of an amendment to the Flagstar Bank 2020 Omnibus Incentive Plan that would increase the shares reserved for issuance by 12 million shares. As indicated on the agenda, a discussion period will follow the presentation of each of the four proposals.
You will have the ability to ask questions online at that time. Online voting will be conducted after all of the proposals have been discussed. As the rules of order indicate, we would appreciate you limiting your questions to one per shareholder. Only shareholders as of April 10, 2026, are permitted to ask questions during the meeting. To ask a question, you may do so by typing it in the field provided on the website. Resolutions providing for the annual meeting to be held virtually at this time and date, and directing that such notice be given, were adopted by the board of directors of the bank. The board also fixed April 10, 2026, as the record date to determine those persons eligible to receive notice of and to vote at this annual meeting.
An alphabetical list of shareholders as of the record date, showing their respective addresses and the number of shares held by each, is available online through the provided link for inspection by shareholders in accordance with the bank's bylaws and applicable law. As of April 10, 2026, there were 416,784,450 common shares outstanding of Flagstar Bank entitled to vote. A notice of meeting, proxy statement, and form proxy or a notice of internet access to such information was duly mailed on or about April 30, 2026, to every shareholder of record as of the April 10 record date. An affidavit of mailing prepared by Broadridge Financial Inc., our proxy distributor and vote tabulator, will be filed with the minutes of this meeting.
The board of directors has appointed Mr. Peter Deskovich, an independent agent, to serve as Inspector of Election at this meeting. Mr. Deskovich has filed with me his oath of office as Inspector of Election. The Inspector of Election has in his possession the list of shareholders entitled to vote and the voted proxies received prior to the onset of this meeting. I have been advised by the Inspector of Election that there are present today, in person or by proxy, holders of at least 374,188,311 shares of Flagstar Bank common stock. This represents more than a majority of the outstanding shares of the bank's common stock entitled to vote at today's annual meeting. Accordingly, I declare that a quorum is present and that this meeting is duly convened. The polls for voting are now open at 10:08 A.M.
If you have already voted, there is no need for you to recast your vote unless you wish to revoke or change your vote. If you have not voted, there are instructions on the website on how to cast your vote. Each proposal will be open for discussion as it is presented. Shareholders who wish to ask questions regarding proposals are asked to observe the established rules of order. Questions may be submitted in the field provided in the web portal at or before the time the matters are before the annual meeting for consideration. Please limit your questions or comments at this time to the proposal under discussion. The first proposal we will consider is the election of directors.
The board has nominated eight directors, each to serve for a one-year term to expire at the annual meeting of shareholders to be held in 2027, or until their successors are elected and qualified. Information about the nominees' principal occupations and service with Flagstar Bank and other pertinent matters may be found in your proxy statement. Are there any comments with respect to the nominations of director at this time? There are no comments. The second proposal to be considered calls for the ratification of the appointment of KPMG LLP as the bank's independent registered public accounting firm for the fiscal year ending December 31, 2026. Representatives of KPMG are available on the line today to answer any questions related to their engagement. Operator, please unmute the line of Joseph Campanelli. Mr. Campanelli, do you wish to make a statement?
Thank you, Bao. We do not have any comments.
Thank you, Michael. Are there any comments with respect to the ratification of KPMG as the bank's independent registered public accounting firm for this fiscal year? There are no comments. The third proposal on the agenda calls for the approval on a non-binding advisory basis of the compensation of the bank's named executive officers. Are there any comments with regard to this proposal? There are no comments. The fourth proposal calls for the approval of an amendment to the Flagstar Bank, N.A. 2020 Omnibus Incentive Plan. Are there any comments with regard to this proposal? There are no comments. There being no further discussion, let us now proceed with the vote. If you have already cast your vote by proxy and do not wish to change your vote, there is no need to vote now.
If you would like to vote now or change your vote, you can do so by following the directions on your screen. With respect to proposal one, the election of directors, the nominations have already been presented and no further action with respect to this proposal is required. At this time, please electronically mark your ballots with respect to proposal one. The vote will now be taken on the ratification of KPMG LLP as independent registered public accounting firm of Flagstar Bank for the fiscal year ending December 31, 2026. Please electronically mark your ballots with respect to proposal two. With respect to proposal three, the vote will now be taken on the approval on a non-binding advisory basis of the compensation of the bank's named executive officers. Please electronically mark your ballots with respect to proposal three.
With respect to proposal four, the vote will now be taken on the approval of an amendment to the Flagstar Bank, N.A. 2020 Omnibus Incentive Plan. Please electronically mark your ballots with respect to proposal four. This completes the presentation of the proposals for voting. If you have just entered your vote electronically, please make sure you entered your vote correctly and received confirmation that your vote was submitted. In addition, the board's Lead Independent Director, Steven Mnuchin, has electronically submitted the ballots on behalf of all shares represented by proxies, which have been validly and legally executed in advance of today's meeting. The polls for voting on the matters before this annual meeting are hereby closed at 10:14 A.M. Mr. Otting, I will turn the meeting back to you.
Thank you, Bao. I will now open the floor to your questions. Since we are webcasting today's meeting, you can ask your question via the website by entering your name and control number to verify your identity, and then typing your question into the field provided. To ensure that everyone with a question has the opportunity to ask it, I would appreciate you being mindful of the rules of order. We will do our best to get to all the questions within the time allocated today. Now I will be happy to take your questions.
Mr. Otting, at this point, there are no questions. Mr. Otting, I understand that the vote tally is complete. Mr. Deskovich, would you please present your report on the vote? Operator, please unmute the line of Mr. Deskovich.
Mr. Deskovich, your line is unmuted.
Okay, thank you. I'm pleased to report that the election of eight directors, as named in the proxy statement, have been elected for a term of one year. The ratification of the appointment of KPMG LLP as the independent registered public accounting firm has been approved. Approval on a non-advisory basis of the bank's named Executive Officer compensation proposal has been approved. Approval of an amendment to the Flagstar Bank, N.A. 2020 Omnibus Incentive Plan has been approved.
Okay. Mr. Deskovich, thank you very much. The preliminary report of the Inspector of Election as presented is accepted. Mr. Nguyen, please safeguard the ballots, proxies, and the oath and certificate and report of inspection of election, and maintain them among the records of the bank. On behalf of the board of directors, I would like to thank you again for joining us today and for your investment in Flagstar Bank. The meeting is now adjourned.
This concludes today's meeting. Thank you for joining. You may now disconnect.