8-KfalseFlagstar Bancorp, Inc.0001033012Michigan1-1657738-31506515151 Corporate Drive,Troy,Michigan48098248312-2000Common stockFBCNew York Stock Exchange00010330122021-05-252021-05-25

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 25, 2021
Flagstar Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
Michigan 1-16577 38-3150651
(State or Other Jurisdiction
of Incorporation
 (Commission File Number) (IRS Employer
Identification No.)
5151 Corporate Drive,Troy,Michigan  48098
(Address of principal executive offices)  (Zip code)
(248) 312-2000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading symbolName of each exchange on which registered
Common stockFBCNew York Stock Exchange

Item 5.07Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of Flagstar Bancorp, Inc. (the "Company") was held on May 25, 2021 (the "Annual Meeting"). A total of 46,574,465 shares of common stock were represented in person or by proxy, for 88.39 percent of the 52,690,138 shares of common stock outstanding on March 26, 2021, the record date. The final voting results of the three proposals presented to the Company’s shareholders at the Annual Meeting were as follows:

(i)the election of the ten director nominees:
NameForAgainstAbstainBroker Non-Vote
Alessandro P. DiNello44,105,929386,067342,4311,740,038
Jay J. Hansen43,233,3631,258,363342,7011,740,038
Toan Huynh44,261,649230,757342,0211,740,038
Lori Jordan44,262,686229,775341,9661,740,038
John D. Lewis 43,929,625562,211342,5911,740,038
Bruce E. Nyberg44,065,116427,167342,1441,740,038
James A. Ovenden43,338,1951,153,446342,7861,740,038
Peter Schoels 44,259,823232,018342,5861,740,038
David L. Treadwell 43,748,212744,140342,0751,740,038
Jennifer R. Whip44,261,934230,384342,1091,740,038

(ii)to ratify the appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accountants for the year ending December 31, 2021.
ForAgainstAbstainBroker Non-Vote

(iii) to adopt an advisory (non-binding) resolution to approve named executive officer compensation.
ForAgainstAbstainBroker Non-Vote

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 28, 2021  By: /s/    James K. Ciroli
   James K. Ciroli
   Executive Vice President and Chief Financial Officer