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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.
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.
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
Explore FLAGSTAR FINANCIAL INC. in the interactive database Compare manager voting policies
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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Brian R. Callanan | 291,077,900 | 2,330,748 | 549,286 | -- | 68,918,853 | 99.2% | Elected | — |
| Elect Director: Marshall Lux | 267,303,804 | 25,680,310 | 973,820 | -- | 68,918,853 | 91% | Elected | — |
| Elect Director: Allen C. Puwalski | 289,297,028 | 4,101,350 | 559,556 | -- | 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 | 359,120,362 | 3,112,618 | 643,807 | -- | 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 | 260,494,962 | 32,107,185 | 1,355,787 | -- | 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.
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.
Combines 2 wordings of this item as funds reported it.
99% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 32,034,075 | 0 | 0 | 0 | For |
| BlackRock | 15,079,678 | 0 | 0 | 0 | For |
| T. Rowe Price | 3,870,611 | 419,645 | 0 | 0 | Mixed |
| Fidelity | 3,699,088 | 0 | 0 | 0 | For |
| Charles Schwab | 3,695,553 | 0 | 0 | 0 | For |
| Victory Capital | 1,626,537 | 0 | 0 | 0 | For |
| State Street | 975,246 | 0 | 0 | 0 | For |
| Federated Hermes | 844,264 | 0 | 0 | 0 | For |
| Dimensional | 834,087 | 0 | 0 | 0 | For |
| Direxion Shares ETF Trust | 640,961 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 433,035 | 0 | 0 | 0 | For |
| Northwestern Mutual | 419,812 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 366,416 | 0 | 0 | 0 | For |
| SEI | 362,711 | 0 | 0 | 0 | For |
| John Hancock | 350,379 | 0 | 0 | 0 | For |
| Lincoln Financial | 344,250 | 0 | 0 | 0 | For |
| Northern Trust | 327,732 | 0 | 0 | 0 | For |
| Equitable | 124,744 | 183,646 | 0 | 0 | Mixed |
| Brighthouse | 249,180 | 0 | 56,138 | 0 | Mixed |
| Principal | 292,048 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 269,220 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 259,948 | 0 | 0 | 0 | For |
| TIAA | 252,586 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 252,000 | 0 | 0 | 0 | For |
| Jackson National | 236,559 | 0 | 0 | 0 | For |
Showing the 25 largest of 72 asset managers. See all 72 in the interactive database.
Combines 2 wordings of this item as funds reported it.
99.2% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 32,034,075 | 0 | 0 | 0 | For |
| BlackRock | 15,079,678 | 0 | 0 | 0 | For |
| T. Rowe Price | 4,290,256 | 0 | 0 | 0 | For |
| Fidelity | 3,699,088 | 0 | 0 | 0 | For |
| Charles Schwab | 3,695,553 | 0 | 0 | 0 | For |
| Victory Capital | 1,626,537 | 0 | 0 | 0 | For |
| State Street | 975,246 | 0 | 0 | 0 | For |
| Federated Hermes | 844,264 | 0 | 0 | 0 | For |
| Dimensional | 834,087 | 0 | 0 | 0 | For |
| Direxion Shares ETF Trust | 640,961 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 433,035 | 0 | 0 | 0 | For |
| Northwestern Mutual | 419,812 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 366,416 | 0 | 0 | 0 | For |
| SEI | 362,711 | 0 | 0 | 0 | For |
| John Hancock | 350,379 | 0 | 0 | 0 | For |
| Lincoln Financial | 344,250 | 0 | 0 | 0 | For |
| Northern Trust | 327,732 | 0 | 0 | 0 | For |
| Equitable | 308,390 | 0 | 0 | 0 | For |
| Brighthouse | 249,180 | 0 | 56,138 | 0 | Mixed |
| Principal | 292,048 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 269,220 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 259,948 | 0 | 0 | 0 | For |
| TIAA | 252,586 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 252,000 | 0 | 0 | 0 | For |
| Jackson National | 236,559 | 0 | 0 | 0 | For |
Showing the 25 largest of 72 asset managers. See all 72 in the interactive database.
Combines 2 wordings of this item as funds reported it.
91% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 32,031,964 | 2,111 | 0 | 0 | For |
| BlackRock | 15,079,678 | 0 | 0 | 0 | For |
| T. Rowe Price | 0 | 4,290,256 | 0 | 0 | Against |
| Fidelity | 3,699,088 | 0 | 0 | 0 | For |
| Charles Schwab | 0 | 3,695,553 | 0 | 0 | Against |
| Victory Capital | 1,626,537 | 0 | 0 | 0 | For |
| State Street | 975,189 | 57 | 0 | 0 | For |
| Federated Hermes | 844,264 | 0 | 0 | 0 | For |
| Dimensional | 834,087 | 0 | 0 | 0 | For |
| Direxion Shares ETF Trust | 640,961 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 0 | 433,035 | 0 | 0 | Against |
| Northwestern Mutual | 143,767 | 276,045 | 0 | 0 | Mixed |
| QUANTITATIVE MASTER SERIES LLC | 366,416 | 0 | 0 | 0 | For |
| SEI | 0 | 362,711 | 0 | 0 | Against |
| John Hancock | 289,989 | 60,390 | 0 | 0 | Mixed |
| Lincoln Financial | 344,250 | 0 | 0 | 0 | For |
| Northern Trust | 327,732 | 0 | 0 | 0 | For |
| Equitable | 124,744 | 183,646 | 0 | 0 | Mixed |
| Brighthouse | 249,180 | 0 | 56,138 | 0 | Mixed |
| Principal | 292,048 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 269,220 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 259,948 | 0 | 0 | 0 | For |
| TIAA | 0 | 252,586 | 0 | 0 | Against |
| HENNESSY FUNDS TRUST | 252,000 | 0 | 0 | 0 | For |
| Jackson National | 47,229 | 189,330 | 0 | 0 | Mixed |
Showing the 25 largest of 72 asset managers. See all 72 in the interactive database.
Combines 15 wordings of this item as funds reported it.
89% Majority: yes · of votes cast
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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 32,034,061 | 14 | 0 | 0 | For |
| BlackRock | 15,079,678 | 0 | 0 | 0 | For |
| T. Rowe Price | 3,870,611 | 419,645 | 0 | 0 | Mixed |
| Fidelity | 3,699,088 | 0 | 0 | 0 | For |
| Charles Schwab | 3,695,553 | 0 | 0 | 0 | For |
| Victory Capital | 0 | 1,626,537 | 0 | 0 | Against |
| State Street | 1,164 | 974,082 | 0 | 0 | Against |
| Federated Hermes | 844,264 | 0 | 0 | 0 | For |
| Dimensional | 0 | 834,087 | 0 | 0 | Against |
| Direxion Shares ETF Trust | 0 | 640,961 | 0 | 0 | Against |
| Columbia Threadneedle | 433,035 | 0 | 0 | 0 | For |
| Northwestern Mutual | 276,045 | 143,767 | 0 | 0 | Mixed |
| QUANTITATIVE MASTER SERIES LLC | 366,416 | 0 | 0 | 0 | For |
| SEI | 362,711 | 0 | 0 | 0 | For |
| John Hancock | 60,390 | 289,989 | 0 | 0 | Mixed |
| Lincoln Financial | 341,161 | 3,089 | 0 | 0 | For |
| Northern Trust | 0 | 327,732 | 0 | 0 | Against |
| Equitable | 124,744 | 183,646 | 0 | 0 | Mixed |
| Brighthouse | 40,192 | 208,988 | 56,138 | 0 | Mixed |
| Principal | 0 | 292,048 | 0 | 0 | Against |
| HOTCHKIS & WILEY FUNDS /DE/ | 0 | 269,220 | 0 | 0 | Against |
| AIG/SunAmerica | 0 | 259,948 | 0 | 0 | Against |
| TIAA | 0 | 252,586 | 0 | 0 | Against |
| HENNESSY FUNDS TRUST | 252,000 | 0 | 0 | 0 | For |
| Jackson National | 16,278 | 220,281 | 0 | 0 | Mixed |
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| REVERENCE CAPITAL PARTNERS, L.P. | 35,981,113 | 0 | 0 | 0 | For |
| BlackRock | 8,139,853 | 76,450 | 0 | 0 | For |
| T. Rowe Price | 6,689,382 | 743,868 | 0 | 0 | Mixed |
| State Street | 1,896,377 | 3,947,307 | 0 | 0 | Mixed |
| Victory Capital | 0 | 4,663,891 | 0 | 0 | Against |
| Azora Capital LP | 4,393,520 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 4,069,047 | 0 | 0 | 0 | For |
| Charles Schwab | 3,701,822 | 0 | 0 | 0 | For |
| PRIVATE MANAGEMENT GROUP INC | 2,989,086 | 0 | 0 | 0 | For |
| Northern Trust | 0 | 2,051,602 | 0 | 0 | Against |
| STEADFAST CAPITAL MANAGEMENT LP | 2,017,300 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 0 | 1,660,778 | 0 | 0 | Against |
| Freestone Grove Partners LP | 1,569,760 | 0 | 0 | 0 | For |
| Federated Hermes | 922,678 | 22,907 | 0 | 0 | For |
| Vanguard | 786,479 | 14,727 | 0 | 0 | For |
| HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC | 0 | 744,490 | 0 | 0 | Against |
| Rubric Capital Management LP | 738,671 | 0 | 0 | 0 | For |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 0 | 735,716 | 0 | 0 | Against |
| PRINCIPAL GLOBAL INVESTORS | 0 | 698,026 | 0 | 0 | Against |
| Rafferty Asset Management, LLC | 0 | 640,961 | 0 | 0 | Against |
| STIFEL NICOLAUS & CO INC \MO\ | 0 | 617,046 | 0 | 0 | Against |
| BALYASNY ASSET MANAGEMENT L.P. | 611,667 | 0 | 0 | 0 | For |
| Point72 | 0 | 598,746 | 0 | 0 | Against |
| SEI | 426,565 | 0 | 0 | 0 | For |
| UBS | 0 | 316,050 | 0 | 0 | Against |
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.
Combines 4 wordings of this item as funds reported it.
99.1% Approved · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 32,031,964 | 2,111 | 0 | 0 | For |
| BlackRock | 15,079,678 | 0 | 0 | 0 | For |
| T. Rowe Price | 4,290,256 | 0 | 0 | 0 | For |
| Fidelity | 3,699,088 | 0 | 0 | 0 | For |
| Charles Schwab | 3,695,553 | 0 | 0 | 0 | For |
| Victory Capital | 1,626,537 | 0 | 0 | 0 | For |
| State Street | 975,189 | 57 | 0 | 0 | For |
| Federated Hermes | 844,264 | 0 | 0 | 0 | For |
| Dimensional | 834,087 | 0 | 0 | 0 | For |
| Direxion Shares ETF Trust | 640,961 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 433,035 | 0 | 0 | 0 | For |
| Northwestern Mutual | 419,812 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 366,416 | 0 | 0 | 0 | For |
| SEI | 362,711 | 0 | 0 | 0 | For |
| John Hancock | 350,379 | 0 | 0 | 0 | For |
| Lincoln Financial | 344,250 | 0 | 0 | 0 | For |
| Northern Trust | 327,732 | 0 | 0 | 0 | For |
| Equitable | 308,390 | 0 | 0 | 0 | For |
| Brighthouse | 249,180 | 0 | 56,138 | 0 | Mixed |
| Principal | 292,048 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 269,220 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 259,948 | 0 | 0 | 0 | For |
| TIAA | 252,586 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 252,000 | 0 | 0 | 0 | For |
| Jackson National | 236,559 | 0 | 0 | 0 | For |
Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.
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.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 3.90% |
| 2 | BlackRock | 1.84% |
| 3 | T. Rowe Price | 0.52% |
| 4 | Fidelity | 0.45% |
| 5 | Charles Schwab | 0.45% |
| 6 | Victory Capital | 0.20% |
| 7 | State Street | 0.12% |
| 8 | Federated Hermes | 0.10% |
| 9 | Dimensional | 0.10% |
| 10 | Direxion Shares ETF Trust | 0.08% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | REVERENCE CAPITAL PARTNERS, L.P. | 4.38% |
| 2 | BlackRock | 1.00% |
| 3 | T. Rowe Price | 0.91% |
| 4 | State Street | 0.71% |
| 5 | Victory Capital | 0.57% |
| 6 | Azora Capital LP | 0.54% |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.50% |
| 8 | Charles Schwab | 0.45% |
| 9 | PRIVATE MANAGEMENT GROUP INC | 0.36% |
| 10 | Northern Trust | 0.25% |
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.
| 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.
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.