UWM Holdings Corp
For the period ended Jun 4, 2024. Filed Apr 25, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 4, 2024 · Filed Apr 25, 2024
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SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
☒
Filed by a Party other than the Registrant
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to Section 240.14a-12 |
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UWM Holdings Corporation
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| DATE AND TIME Tuesday, June 4, 2024 9:30 a.m., Eastern Time | LOCATION Our meeting will be held at our offices located at: UWM Main Campus – North Auditorium 585 S. Boulevard E, Pontiac, MI 48341 | RECORD DATE Stockholders of record at the close of business on April 8, 2024 are entitled to notice of, and to vote at, the meeting and any adjournment thereof. |
| ITEMS OF BUSINESS | BOARD RECOMMENDATION | |
| 1. | To elect as directors the three nominees named in the attached proxy statement for a three-year term or until their successors are elected and qualified | “FOR” each Director Nominee |
| 2. | To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as our Independent Registered Public Accountants | “FOR” |
| 3. | To approve, on an advisory basis, the compensation of our named executive officers | “FOR” |
Our Board of Directors is soliciting proxies from stockholders who wish to vote at the Annual Meeting. Stockholders will also transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof. These matters are more fully discussed in the accompanying proxy statement.
Whether or not you expect to attend the meeting, please vote using the internet or by mail, in each case, by following the instructions in our proxy statement. Stockholders who execute a proxy may nevertheless attend the meeting, revoke their proxy and vote their shares during the meeting.
By Order of the Board of Directors UWM HOLDINGS CORPORATION Mat Ishbia Chairman and CEO
VOTING METHODS
You can vote by proxy whether or not you attend the Annual Meeting. To vote by proxy, you have a choice of voting over the internet or by using a traditional proxy card.
| INTERNET Visit http://www.astproxyportal.com/ast/24859 and follow the instructions. You will need the 11-digit control number included on your proxy card, voter instruction form or Notice. | MAIL If you wish to vote by traditional proxy card, you can request a full set of materials at no charge through the phone number listed on the Notice or http://www.astproxyportal.com/ast/24859. |
We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report for the year ended December 31, 2023 on or about April 25, 2024. Our proxy statement and annual report are available online at http://www.astproxyportal.com/ast/24859
UWM HOLDINGS CORPORATION > 2024 PROXY STATEMENT
LETTER FROM THE CHAIRMAN AND CEO
| TO OUR SHAREHOLDERS AND FAMILY: To me, 2023 was one of the most important years in our company’s 38-year history. While much of the industry was playing defense, cutting costs, and in survival mode, we went on offense. We invested heavily in technology, new products, and our people. While the year doesn’t stand out from a financial perspective, it stands out in how we continued to grow market share, grow the broker channel, and separate further from our competitors. We finished 2023 as the #1 overall lender, the #1 purchase lender, and the #1 wholesale lender. In fact, it was our third consecutive year as the top purchase lender and our ninth as the top wholesale lender. Although we posted a financial loss, that loss was driven by an accounting markdown of our mortgage servicing rights portfolio, which is a result of interest rate movements, and not in our control. I often say that the best mortgage companies shine in high-rate markets, and that’s exactly what UWM did in 2023. One of the most important business highlights of 2023 was our continued dominance of the purchase mortgage market. We set an all-time company record with $93.9 billion of purchase originations. This dominance is important because, as we have demonstrated, the purchase business is less rate-sensitive and, thus, less cyclical. In 2023 we continued to provide innovative, client-focused technology, market-leading products, and world-class service to our brokers, enabling them to win and grow share. Over time, we have learned that brokers who use us for purchase are loyal and provide an excellent foundation for our business. This aspect of our business sets us apart from every other mortgage company in America. In 2023, the broker channel continued to grow as more and more Americans realized that working with a mortgage broker is the best way to get a mortgage. The broker channel share of the overall mortgage industry has grown to its highest levels since 2009. UWM operates solely as a wholesale lender. Despite the wholesale channel accounting for less than 2 out of every 10 loans closed, we became the largest mortgage lender in the country in 2022. As the wholesale channel continues to grow, UWM will also grow. At UWM we have a strong sense of purpose: to make dreams come true—helping more people realize the American dream of home-ownership. And we are guided by our six company pillars: • Our people are our greatest asset • Service is everyone’s responsibility • We are relationship-driven, not transaction-driven • We are thumb pointers, not finger pointers • Continuous improvement is essential for long-term success • Our path is paved with fun and friendship These are not just words on a page; they are ingrained in our culture and reflect how we take care of our team members and our clients every day. Our pillars have guided us to be not only the largest mortgage lender in America, but also the best, as measured by our industry-leading client satisfaction. I believe that 2024 will be a better year for the mortgage and housing industry than 2023. However, regardless of the market, our recipe for success will not change. We’ll continue to build the best technology and provide the best service to the broker channel. We will take incredible care of our 7,000+ team members, and expect to be a purchase leader for years to come. I want to thank our broker partners throughout the 50 states for their loyalty and trust and, of course, our UWM team members for their unrelenting commitment to making the American dream of home-ownership a reality for so many. I am also thankful to you, our shareholders. We remain committed to growing and leading our industry while delivering shareholder returns. Thank you for believing in us. Sincerely, | I often say that the best mortgage companies shine in high-rate markets, and that’s exactly what UWM did in 2023.” |
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UWM HOLDINGS CORPORATION > 2024 PROXY STATEMENT
TABLE OF CONTENTS
| Page | |
|---|---|
| Proxy Summary | 1 |
| Commitment to Corporate Responsibility | 2 |
| Proposal 1—Election of Directors | 11 |
| Nominees for Director | 13 |
| Directors Continuing in Office | 15 |
| Corporate Governance | 19 |
| Corporate Governance Guidelines | 19 |
| Board Leadership Structure | 19 |
| Determination of Independence and Status as a “Controlled Company” | 20 |
| Director Nomination Process | 21 |
| Board and Committee Self-Evaluation | 22 |
| Risk Management | 22 |
| Board Meetings | 22 |
| Board Committees | 22 |
| Audit Committee | 22 |
| Compensation Committee | 23 |
| Code of Ethics/Insider Trading and Anti-Hedging | 24 |
| Related Party Approval Process and Transactions | 25 |
| Director Compensation | 26 |
| Executive Officers | 27 |
| Compensation Discussion and Analysis | 28 |
| Compensation Committee Report | 37 |
| Executive Compensation | 38 |
| Summary Compensation Table | 38 |
| Grants of Plan-Based Awards | 39 |
| Outstanding Equity at Fiscal Year-End | 40 |
| Stock Vested in 2023 | 40 |
| Potential Payments Upon a Termination or Change of Control | 40 |
| Proposal 2—Ratification of Independent Registered Public Accountants | 41 |
| Fees Paid to Deloitte | 41 |
| Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services | 42 |
| Audit Committee Report | 43 |
| Proposal 3—Advisory Vote on Executive Officer Compensation | 44 |
| Proposal | 44 |
| Non-Binding Vote | 44 |
| Pay Versus Performance | 45 |
| CEO Pay Ratio | 48 |
| Security Ownership | 49 |
| Q&A About Voting | 51 |
| Other Matters | 55 |
UWM HOLDINGS CORPORATION > 2024 PROXY STATEMENT
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