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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2010
ALTISOURCE PORTFOLIO SOLUTIONS S.A.
(Exact name of registrant as specified in its charter)
         
Luxembourg   1-34354   N/A
         
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)
     
2, rue Jean Bertholet    
Luxembourg   L-1233
     
(Address of principal executive office)   (Zip Code)
Registrant’s telephone number, including area code: +352 24 69 79 00
N/A
(Former name or former address, if changed since last report)
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:
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 19, 2010, the Compensation Committee (the “Committee”) of the Board of Directors of Altisource Portfolio Solutions S.A. (“Altisource”) approved an equity incentive award pursuant to which 3 members of the Altisource’s senior management team were granted options to purchase a total of 480,000 shares of Altisource’s common stock under the 2009 Equity Incentive Plan. Included as grant recipients were the following executives:
             
Name   Title   Number of Options Granted
William B. Shepro
  Chief Executive Officer     240,000  
Robert D. Stiles
  Chief Financial Officer     120,000  
Kevin J. Wilcox
  Chief Administration Officer and General Counsel     120,000  
The options have an exercise price of $24.85 per share or the closing price of the Altisource’s common stock on the day of the Committee’s approval. The vesting schedule for the options has a time-based component, in which 25% of the options vest in equal increments over four years, and a performance-based component, in which up to 75% of the options could vest in equal increments, with 25% vesting immediately upon the achievement of certain performance criteria related to Altisource’s stock price and its annualized rate of return and the remaining 75% vesting over the next three years. Two-thirds of the performance-based options would commence vesting if the stock price realizes a compounded annual gain of at least 20% over the exercise price, so long as the stock price is at least double the exercise price. The remaining third of the performance-based options would commence vesting if the stock price realizes a 25% gain, so long as it is at least triple the exercise price.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 19, 2010, Altisource held the annual meeting of its shareholders. The final results of voting for each matter submitted to a vote of shareholders at the meeting were as follows.
(i) The following directors were elected at the meeting and the voting for each director was as follows:
                         
Name   For   Withheld   Broker Non-Votes
Silke Andresen-Kienz
    19,059,460       33,107       2,894,261  
William C. Erbey
    19,040,806       51,761       2,894,261  
Roland Müller-Ineichen
    19,059,344       33,223       2,894,261  
William B. Shepro
    19,059,507       33,060       2,894,261  
Timo Vättö
    19,041,343       51,244       2,894,261  
(ii) Deloitte & Touche LLP was approved as Altisource’s independent auditors for the year ending December 31, 2010 by the following vote:
         
    Votes
For:
    21,982,031  
Against:
    548  
Abstain:
    4,249  
Broker Non-Votes
    N/A  

 


 

(iii) Altisource’s share repurchase plan whereby the Board of Directors of Altisource is empowered to purchase outstanding shares of Altisource’s stock within certain limits was approved by the following vote:
         
    Votes
For:
    18,220,946  
Against:
    3,730,616  
Abstain:
    35,266  
Broker Non-Votes
    N/A  
(iv) Altisource’s Director’s Reports (“Rapports De Gestion”) on the Luxembourg Statutory Accounts for the years ended December 31, 2009, December 31, 2008 and December 31, 2007 were approved and ratified by the following vote:
         
    Votes
For:
    21,954,695  
Against:
    4,180  
Abstain:
    27,953  
Broker Non-Votes
    N/A  
(v) Altisource’s Luxembourg Statutory Accounts for the years ended December 31, 2009, December 31, 2008 and December 31, 2007 and the allocation of the results for the years ended December 31, 2009, December 31, 2008 and December 31, 2007 were approved by the following vote:
         
    Votes
For:
    21,921,569  
Against:
    6,292  
Abstain:
    58,967  
Broker Non-Votes
    N/A  
(vi) The discharge of each of the current and past directors of Altisource for the performance of their mandate during the year ended December 31, 2009 was approved by the following vote:
         
    Votes
For:
    21,889,729  
Against:
    11,932  
Abstain:
    85,167  
Broker Non-Votes
    N/A  
SIGNATURES
     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.
         
  ALTISOURCE PORTFOLIO SOLUTIONS S.A.

(Registrant)
 
 
  By:   /s/ Robert D. Stiles    
    Robert D. Stiles    
    Chief Financial Officer

Date: May 25, 2010