Flagstar Bank, N.A. 2025-2026 Proxy Voting Records

Description as filed by funds: Election of Directors: Alan Frank

Flagstar Bank, N.A.’s own tally for this item (“Elect Director: Alan Frank”): 320,866,496 for, 2,975,197 against, per its Form 8-K filed June 11, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “(d) The matters considered and voted on by the Bank's shareholders at the Annual Meeting, and the vote itself, were as follows: 1) The following individuals were elected as directors, each for a one-year term, by the following vote: There were 49,476,445 broker non-votes on this proposal.”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 89,665,210 for, 15,845 against, 68,049 abstained, 298 not voted.

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.

Description as filed by funds: Election of Directors: Allen C. Puwalski

Flagstar Bank, N.A.’s own tally for this item (“Elect Director: Allen C. Puwalski”): 321,353,297 for, 2,490,765 against, per its Form 8-K filed June 11, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “(d) The matters considered and voted on by the Bank's shareholders at the Annual Meeting, and the vote itself, were as follows: 1) The following individuals were elected as directors, each for a one-year term, by the following vote: There were 49,476,445 broker non-votes on this proposal.”
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 89,681,047 for, 8 against, 68,049 abstained, 298 not voted.

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.

Description as filed by funds: Election of Directors: Eli H. Miller

Flagstar Bank, N.A.’s own tally for this item (“Elect Director: Eli H. Miller”): 321,380,715 for, 2,463,785 against, per its Form 8-K filed June 11, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “(d) The matters considered and voted on by the Bank's shareholders at the Annual Meeting, and the vote itself, were as follows: 1) The following individuals were elected as directors, each for a one-year term, by the following vote: There were 49,476,445 broker non-votes on this proposal.”
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 89,681,049 for, 5 against, 68,049 abstained, 298 not voted.

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.

Description as filed by funds: Election of Directors: Jennifer R. Whip

Flagstar Bank, N.A.’s own tally for this item (“Elect Director: Jennifer R. Whip”): 320,377,273 for, 3,505,434 against, per its Form 8-K filed June 11, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “(d) The matters considered and voted on by the Bank's shareholders at the Annual Meeting, and the vote itself, were as follows: 1) The following individuals were elected as directors, each for a one-year term, by the following vote: There were 49,476,445 broker non-votes on this proposal.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 89,537,084 for, 143,971 against, 68,049 abstained, 298 not voted.

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.

Description as filed by funds: Election of Directors: Joseph Otting

Flagstar Bank, N.A.’s own tally for this item (“Elect Director: Joseph Otting”): 320,823,418 for, 3,026,823 against, per its Form 8-K filed June 11, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “(d) The matters considered and voted on by the Bank's shareholders at the Annual Meeting, and the vote itself, were as follows: 1) The following individuals were elected as directors, each for a one-year term, by the following vote: There were 49,476,445 broker non-votes on this proposal.”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 89,508,557 for, 172,498 against, 68,049 abstained, 298 not voted.

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.

Description as filed by funds: Election of Directors: Marshall Lux

Flagstar Bank, N.A.’s own tally for this item (“Elect Director: Marshall Lux”): 317,277,171 for, 6,554,116 against, per its Form 8-K filed June 11, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “(d) The matters considered and voted on by the Bank's shareholders at the Annual Meeting, and the vote itself, were as follows: 1) The following individuals were elected as directors, each for a one-year term, by the following vote: There were 49,476,445 broker non-votes on this proposal.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 88,150,429 for, 1,530,626 against, 68,049 abstained, 298 not voted.

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.

Description as filed by funds: Election of Directors: Milton Berlinski

Flagstar Bank, N.A.’s own tally for this item (“Elect Director: Milton Berlinski”): 317,274,695 for, 6,539,740 against, per its Form 8-K filed June 11, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “(d) The matters considered and voted on by the Bank's shareholders at the Annual Meeting, and the vote itself, were as follows: 1) The following individuals were elected as directors, each for a one-year term, by the following vote: There were 49,476,445 broker non-votes on this proposal.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 88,395,325 for, 1,285,729 against, 68,049 abstained, 298 not voted.

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.

Description as filed by funds: Election of Directors: Steven T. Mnuchin

Flagstar Bank, N.A.’s own tally for this item (“Elect Director: Steven T. Mnuchin”): 311,080,540 for, 12,803,427 against, per its Form 8-K filed June 11, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “(d) The matters considered and voted on by the Bank's shareholders at the Annual Meeting, and the vote itself, were as follows: 1) The following individuals were elected as directors, each for a one-year term, by the following vote: There were 49,476,445 broker non-votes on this proposal.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 87,152,781 for, 2,528,274 against, 68,049 abstained, 298 not voted.

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.

Description as filed by funds: MERGER PROPOSAL: To approve and adopt the Amended and Restated Agreement and Plan of Merger, dated as of August 22, 2025, by and between the Company and its wholly-owned subsidiary, Flagstar Bank, N.A., as may be amended from time to time.

Flagstar Bank, N.A.’s own tally for this item (“Merger Proposal”): 323,484,538 for, 697,949 against, per its Form 8-K filed October 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 71 asset managers below reported 93,916,338 for.

Showing the 25 largest of 71 asset managers. See all 71 in the interactive database.

Description as filed by funds: CONVERSION PROPOSAL: To approve the conversion of the Company into an interim federal savings association to be called Flagstar Financial, Federal Savings Association, immediately prior to the merger.

The 70 asset managers below reported 93,916,127 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 70 asset managers. See all 70 in the interactive database.

Description as filed by funds: Approve Merger Agreement

Flagstar Bank, N.A.’s own tally for this item (“2. Approval of the conversion of the Company into an interim federal savings association to be called Flagstar Financial, Federal Savings Association, immediately prior to the merger (the "Conversion Proposal")”): 323,457,796 for, 724,931 against, per its Form 8-K filed October 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 2 asset managers below reported 309,039 for.

Description as filed by funds: ADJOURNMENT PROPOSAL: To authorize the Board of Directors or an authorized committee thereof to adjourn or postpone the special meeting to a later date, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the merger proposal or the conversion proposal, or both, or to vote on other matters properly brought before the special meeting.

The 70 asset managers below reported 84,543,664 for, 9,307,090 against, 65,373 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 70 asset managers. See all 70 in the interactive database.

The 2 asset managers below reported 309,039 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: Approval of an Amendment to the Flagstar Bank, N.A. 2020 Omnibus Incentive Plan.

Flagstar Bank, N.A.’s own tally for this item (“4. The results of the vote to approve the Incentive Plan Amendment to the Flagstar Bank, N.A”): 274,608,504 for, 48,478,199 against, per its Form 8-K filed June 11, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 85% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 76 managers: 80,324,415 for, 9,150,402 against, 68,050 abstained, 298 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 5 managers: 35,995,323 for.

The 2 asset managers below reported 309,039 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: An advisory vote to approve, on a non-binding basis, compensation of our named executive officers disclosed in the accompanying proxy statement.

Flagstar Bank, N.A.’s own tally for this item (“3. The results of the vote to approve, on a non-binding advisory basis, the compensation of the Bank's named executive officers”): 262,444,105 for, 60,772,773 against, per its Form 8-K filed June 11, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 81% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 78 managers: 70,142,569 for, 19,543,375 against, 68,050 abstained, 298 not voted, 443 mixed. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 329 managers: 168,697,555 for, 34,150,140 against, 86,951 abstained, 16,306 not voted. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: The ratification of the appointment of KPMG LLP as the independent registered public accounting firm of Flagstar Bank, N.A. in the fiscal year ending December 31, 2026.

Flagstar Bank, N.A.’s own tally for this item (“2. Appointment of KPMG LLP as the independent registered public accounting firm of the Bank for the fiscal year ending December 31, 2026”): 369,716,004 for, 3,581,585 against — passed, per its Form 8-K filed June 11, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “2) 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:”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 89,547,974 for, 133,081 against, 68,049 abstained, 298 not voted.

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.