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FLAGSTAR FINANCIAL INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and FLAGSTAR FINANCIAL INC.’s Form 8-K, filed June 6, 2025 (Item 5.07 on EDGAR). Page generated October 25, 2026.

  • 5Ballot items
  • 376Asset managers
  • 1,748Fund votes
  • June 4, 2025Meeting date

Results at a glance

Meeting of June 4, 2025: 5 items on FLAGSTAR FINANCIAL INC.’s Form 8-K, filed June 6, 2025: 3 elected · 1 approved · 1 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore FLAGSTAR FINANCIAL INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by FLAGSTAR FINANCIAL INC.

These tallies are FLAGSTAR FINANCIAL INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 6, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

FLAGSTAR FINANCIAL INC. — official shareholder meeting results, meeting held June 4, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Brian R. Callanan 291,077,9002,330,748549,286 --68,918,853 99.2%Elected—
Elect Director: Marshall Lux 267,303,80425,680,310973,820 --68,918,853 91%Elected—
Elect Director: Allen C. Puwalski 289,297,0284,101,350559,556 --68,918,853 99%Elected—
2. Appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025 359,120,3623,112,618643,807 --0 99.1%Approved—
3. The results of the vote to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers 260,494,96232,107,1851,355,787 --68,918,853 89%Not verified—

Source: FLAGSTAR FINANCIAL INC., Form 8-K, filed with the SEC on June 6, 2025 — read the filing on EDGAR.

How asset managers voted at the FLAGSTAR FINANCIAL INC. 2024-2025 meeting

Each item below shows how the 376 asset managers that disclosed a FLAGSTAR FINANCIAL INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Allen C. Puwalski

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 2 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 289,297,028AGAINST: 4,101,350
Details: description as filed, official tally, votes by 72 asset managers

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

FLAGSTAR FINANCIAL INC.’s own tally for this item (“Elect Director: Allen C. Puwalski”): 289,297,028 for, 4,101,350 against, per its Form 8-K filed June 6, 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: Elected, in the filing’s own words: “(d) The matters considered and voted on by the Company's shareholders at the Meeting, and the vote itself, were as follows: 1) The following individuals were elected as directors, each for a three-year term, by the following vote: There were 68,918,853 broker non-votes on this proposal.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 72 asset managers below reported 70,023,503 for, 800,734 against, 2 withheld, 56,138 abstained.

FOR
FOR: 70,023,503AGAINST: 800,734ABSTAIN: 56,138WITHHOLD: 2
Largest asset managers voting on “Election of Directors: Allen C. Puwalski” at FLAGSTAR FINANCIAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard32,034,0750 00For
BlackRock15,079,6780 00For
T. Rowe Price3,870,611419,645 00Mixed
Fidelity3,699,0880 00For
Charles Schwab3,695,5530 00For
Victory Capital1,626,5370 00For
State Street975,2460 00For
Federated Hermes844,2640 00For
Dimensional834,0870 00For
Direxion Shares ETF Trust640,9610 00For
Columbia Threadneedle433,0350 00For
Northwestern Mutual419,8120 00For
QUANTITATIVE MASTER SERIES LLC366,4160 00For
SEI362,7110 00For
John Hancock350,3790 00For
Lincoln Financial344,2500 00For
Northern Trust327,7320 00For
Equitable124,744183,646 00Mixed
Brighthouse249,1800 56,1380Mixed
Principal292,0480 00For
HOTCHKIS & WILEY FUNDS /DE/269,2200 00For
AIG/SunAmerica259,9480 00For
TIAA252,5860 00For
HENNESSY FUNDS TRUST252,0000 00For
Jackson National236,5590 00For

Showing the 25 largest of 72 asset managers. See all 72 in the interactive database.

2. Elect Director: Brian R. Callanan

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 2 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%
FOR: 291,077,900AGAINST: 2,330,748
Details: description as filed, official tally, votes by 72 asset managers

Description as filed by funds: Election of Directors: Brian R. Callanan

FLAGSTAR FINANCIAL INC.’s own tally for this item (“Elect Director: Brian R. Callanan”): 291,077,900 for, 2,330,748 against, per its Form 8-K filed June 6, 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: Elected, in the filing’s own words: “(d) The matters considered and voted on by the Company's shareholders at the Meeting, and the vote itself, were as follows: 1) The following individuals were elected as directors, each for a three-year term, by the following vote: There were 68,918,853 broker non-votes on this proposal.”
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 72 asset managers below reported 70,824,230 for, 7 against, 2 withheld, 56,138 abstained.

FOR
FOR: 70,824,230AGAINST: 7ABSTAIN: 56,138WITHHOLD: 2
Largest asset managers voting on “Election of Directors: Brian R. Callanan” at FLAGSTAR FINANCIAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard32,034,0750 00For
BlackRock15,079,6780 00For
T. Rowe Price4,290,2560 00For
Fidelity3,699,0880 00For
Charles Schwab3,695,5530 00For
Victory Capital1,626,5370 00For
State Street975,2460 00For
Federated Hermes844,2640 00For
Dimensional834,0870 00For
Direxion Shares ETF Trust640,9610 00For
Columbia Threadneedle433,0350 00For
Northwestern Mutual419,8120 00For
QUANTITATIVE MASTER SERIES LLC366,4160 00For
SEI362,7110 00For
John Hancock350,3790 00For
Lincoln Financial344,2500 00For
Northern Trust327,7320 00For
Equitable308,3900 00For
Brighthouse249,1800 56,1380Mixed
Principal292,0480 00For
HOTCHKIS & WILEY FUNDS /DE/269,2200 00For
AIG/SunAmerica259,9480 00For
TIAA252,5860 00For
HENNESSY FUNDS TRUST252,0000 00For
Jackson National236,5590 00For

Showing the 25 largest of 72 asset managers. See all 72 in the interactive database.

3. Elect Director: Marshall Lux

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 2 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%
FOR: 267,303,804AGAINST: 25,680,310
Details: description as filed, official tally, votes by 72 asset managers

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

FLAGSTAR FINANCIAL INC.’s own tally for this item (“Elect Director: Marshall Lux”): 267,303,804 for, 25,680,310 against, per its Form 8-K filed June 6, 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: Elected, in the filing’s own words: “(d) The matters considered and voted on by the Company's shareholders at the Meeting, and the vote itself, were as follows: 1) The following individuals were elected as directors, each for a three-year term, by the following vote: There were 68,918,853 broker non-votes on this proposal.”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 72 asset managers below reported 60,366,951 for, 10,457,284 against, 3 withheld, 56,138 abstained.

FORAGAINST
FOR: 60,366,951AGAINST: 10,457,284ABSTAIN: 56,138WITHHOLD: 3
Largest asset managers voting on “Election of Directors: Marshall Lux” at FLAGSTAR FINANCIAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard32,031,9642,111 00For
BlackRock15,079,6780 00For
T. Rowe Price04,290,256 00Against
Fidelity3,699,0880 00For
Charles Schwab03,695,553 00Against
Victory Capital1,626,5370 00For
State Street975,18957 00For
Federated Hermes844,2640 00For
Dimensional834,0870 00For
Direxion Shares ETF Trust640,9610 00For
Columbia Threadneedle0433,035 00Against
Northwestern Mutual143,767276,045 00Mixed
QUANTITATIVE MASTER SERIES LLC366,4160 00For
SEI0362,711 00Against
John Hancock289,98960,390 00Mixed
Lincoln Financial344,2500 00For
Northern Trust327,7320 00For
Equitable124,744183,646 00Mixed
Brighthouse249,1800 56,1380Mixed
Principal292,0480 00For
HOTCHKIS & WILEY FUNDS /DE/269,2200 00For
AIG/SunAmerica259,9480 00For
TIAA0252,586 00Against
HENNESSY FUNDS TRUST252,0000 00For
Jackson National47,229189,330 00Mixed

Showing the 25 largest of 72 asset managers. See all 72 in the interactive database.

4. 3. The results of the vote to approve, on a non-binding advisory basis, the compensation of the Company's named…

Outcome not verifiedFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Combines 15 wordings of this item as funds reported it.

89% Majority: yes · of votes cast

FOR 89%
FOR: 260,494,962AGAINST: 32,107,185
Details: description as filed, official tally, votes by 375 asset managers

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 FINANCIAL INC.’s own tally for this item (“3. The results of the vote to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers”): 260,494,962 for, 32,107,185 against, per its Form 8-K filed June 6, 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: 89% 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: 72 asset managers voting on “An advisory vote to approve, on a non-binding basis, compensation of our named executive officers disclosed in” at FLAGSTAR FINANCIAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard32,034,06114 00For
BlackRock15,079,6780 00For
T. Rowe Price3,870,611419,645 00Mixed
Fidelity3,699,0880 00For
Charles Schwab3,695,5530 00For
Victory Capital01,626,537 00Against
State Street1,164974,082 00Against
Federated Hermes844,2640 00For
Dimensional0834,087 00Against
Direxion Shares ETF Trust0640,961 00Against
Columbia Threadneedle433,0350 00For
Northwestern Mutual276,045143,767 00Mixed
QUANTITATIVE MASTER SERIES LLC366,4160 00For
SEI362,7110 00For
John Hancock60,390289,989 00Mixed
Lincoln Financial341,1613,089 00For
Northern Trust0327,732 00Against
Equitable124,744183,646 00Mixed
Brighthouse40,192208,988 56,1380Mixed
Principal0292,048 00Against
HOTCHKIS & WILEY FUNDS /DE/0269,220 00Against
AIG/SunAmerica0259,948 00Against
TIAA0252,586 00Against
HENNESSY FUNDS TRUST252,0000 00For
Jackson National16,278220,281 00Mixed

Fund voting reports, all 72 managers: 62,483,518 for, 8,367,177 against, 4 withheld, 56,138 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 324 asset managers voting on “An advisory vote to approve, on a non-binding basis, compensation of our named executive officers disclosed in” at FLAGSTAR FINANCIAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
REVERENCE CAPITAL PARTNERS, L.P.35,981,1130 00For
BlackRock8,139,85376,450 00For
T. Rowe Price6,689,382743,868 00Mixed
State Street1,896,3773,947,307 00Mixed
Victory Capital04,663,891 00Against
Azora Capital LP4,393,5200 00For
GEODE CAPITAL MANAGEMENT, LLC4,069,0470 00For
Charles Schwab3,701,8220 00For
PRIVATE MANAGEMENT GROUP INC2,989,0860 00For
Northern Trust02,051,602 00Against
STEADFAST CAPITAL MANAGEMENT LP2,017,3000 00For
MELLON INVESTMENTS Corp01,660,778 00Against
Freestone Grove Partners LP1,569,7600 00For
Federated Hermes922,67822,907 00For
Vanguard786,47914,727 00For
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC0744,490 00Against
Rubric Capital Management LP738,6710 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC0735,716 00Against
PRINCIPAL GLOBAL INVESTORS0698,026 00Against
Rafferty Asset Management, LLC0640,961 00Against
STIFEL NICOLAUS & CO INC \MO\0617,046 00Against
BALYASNY ASSET MANAGEMENT L.P.611,6670 00For
Point720598,746 00Against
SEI426,5650 00For
UBS0316,050 00Against

Institutional-manager reports, all 324 managers: 77,772,516 for, 22,229,590 against, 48,165 abstained, 20 not voted. Showing the 25 largest; see all in the interactive database.

5. 2. Appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

99.1% Approved · of votes cast

FOR 99.1%
FOR: 359,120,362AGAINST: 3,112,618
Details: description as filed, official tally, votes by 74 asset managers

Description as filed by funds: THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF FLAGSTAR FINANCIAL, INC. IN THE FISCAL YEAR ENDING DECEMBER 31, 2025.

FLAGSTAR FINANCIAL INC.’s own tally for this item (“2. Appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025”): 359,120,362 for, 3,112,618 against — passed, per its Form 8-K filed June 6, 2025 (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 Company for the fiscal year ending December 31, 2025 was ratified by the following vote:”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 74 asset managers below reported 70,848,523 for, 2,175 against, 2 withheld, 56,976 abstained.

FOR
FOR: 70,848,523AGAINST: 2,175ABSTAIN: 56,976WITHHOLD: 2
Largest asset managers voting on “THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF FLAGST” at FLAGSTAR FINANCIAL INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard32,031,9642,111 00For
BlackRock15,079,6780 00For
T. Rowe Price4,290,2560 00For
Fidelity3,699,0880 00For
Charles Schwab3,695,5530 00For
Victory Capital1,626,5370 00For
State Street975,18957 00For
Federated Hermes844,2640 00For
Dimensional834,0870 00For
Direxion Shares ETF Trust640,9610 00For
Columbia Threadneedle433,0350 00For
Northwestern Mutual419,8120 00For
QUANTITATIVE MASTER SERIES LLC366,4160 00For
SEI362,7110 00For
John Hancock350,3790 00For
Lincoln Financial344,2500 00For
Northern Trust327,7320 00For
Equitable308,3900 00For
Brighthouse249,1800 56,1380Mixed
Principal292,0480 00For
HOTCHKIS & WILEY FUNDS /DE/269,2200 00For
AIG/SunAmerica259,9480 00For
TIAA252,5860 00For
HENNESSY FUNDS TRUST252,0000 00For
Jackson National236,5590 00For

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

Largest FLAGSTAR FINANCIAL INC. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 820,716,107 shares outstanding at the time of that meeting.

Fund voting reports: top FLAGSTAR FINANCIAL INC. shareholders by shares voted on “An advisory vote to approve, on a non-binding basis, compensation of our named executive…”, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 3.90%
2BlackRock 1.84%
3T. Rowe Price 0.52%
4Fidelity 0.45%
5Charles Schwab 0.45%
6Victory Capital 0.20%
7State Street 0.12%
8Federated Hermes 0.10%
9Dimensional 0.10%
10Direxion Shares ETF Trust 0.08%
Institutional-manager reports: top FLAGSTAR FINANCIAL INC. shareholders by shares voted on “An advisory vote to approve, on a non-binding basis, compensation of our named executive…”, 2024-2025
#Asset manager % of shares outstanding
1REVERENCE CAPITAL PARTNERS, L.P. 4.38%
2BlackRock 1.00%
3T. Rowe Price 0.91%
4State Street 0.71%
5Victory Capital 0.57%
6Azora Capital LP 0.54%
7GEODE CAPITAL MANAGEMENT, LLC 0.50%
8Charles Schwab 0.45%
9PRIVATE MANAGEMENT GROUP INC 0.36%
10Northern Trust 0.25%

Reported FLAGSTAR FINANCIAL INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

FLAGSTAR FINANCIAL INC. holdings and ownership disclosed for the 2024-2025 proxy season
Holder % outstanding Disclosure
Liberty 77 Capital L.P. 13.83% 13D
RCP Eagle Holdings LP 4.38% 13G
Hudson Bay Capital Management LP 4.23% 13G
BlackRock, Inc. 4.14% 13G
STATE STREET CORPORATION 2.23% 13G
Norges Bank 0.90% 13F

Percentages above are of 820,716,107 shares outstanding, as reported by FLAGSTAR FINANCIAL INC. on its Form 10-Q dated May 6, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from FLAGSTAR FINANCIAL INC.’s 10-Q dated May 6, 2024. This page is a static snapshot rebuilt weekly on October 25, 2026; a live search always shows the current data.

At FLAGSTAR FINANCIAL INC.'s shareholder meeting held June 4, 2025, in the 2024-2025 proxy season, 376 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 1,748 separate fund positions. On the most widely held item on that ballot — An advisory vote to approve, on a non-binding basis, compensation of our named executive… — FOR was 89% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: FLAGSTAR FINANCIAL INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 6, 2025.

FLAGSTAR FINANCIAL INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.