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FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 28, 2017

PHH CORPORATION

(Exact name of registrant as specified in its charter)

MARYLAND

1-7797

52-0551284

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

3000 Leadenhall Road

Mt. Laurel, New Jersey 08054

(Address of principal executive offices, including zip code)

(856) 917-1744

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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 Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Consulting Agreement with Glen A. Messina

On June 28, 2017, PHH Corporation (the “Company”) entered into a consulting agreement (the “Consulting Agreement”) with Mr. Glen A. Messina, who stepped down as President and Chief Executive Officer of the Company and as a member of the Company’s Board of Directors (the “Board”) effective immediately prior to the 2017 Annual Meeting (as defined below). Pursuant to the terms of the Consulting Agreement, Mr. Messina will, as required by the Company from time to time, (i) support the Company’s chief executive officer as requested to prepare for meetings with the Company’s Board, clients, stockholders, and employees; (ii) review materials for earnings calls; (iii) support strategic planning efforts; (iv) participate in internal Company meetings to ensure effective transition of IT oversight activities and oversight of on-going regulatory matters; (v) participate in meetings held by the Company’s Board or any committee thereof as requested by the Chairman of the Board; and (v) provide such other services as may be reasonably requested by the Company. During the term of the Consulting Agreement, Mr. Messina will be subject to a number of covenants in favor of the Company, including confidentiality and cooperation in proceedings, as well as non-competition and non-solicitation provisions arising out of a previously executed restrictive covenant agreement.

The Consulting Agreement provides for an initial term of nine months. Mr. Messina will receive a total of $75,000 during the initial term of the Consulting Agreement, payable in monthly installments, subject to his continued services under the Consulting Agreement and his compliance with the terms and conditions thereof. The initial term of the Consulting Agreement may be extended for three months upon mutual agreement of the Company and Mr. Messina, and if so extended Mr. Messina would receive $25,000, payable in monthly installments, subject to his continued services under the Consulting Agreement and his compliance with the terms and conditions thereof. Mr. Messina will be reimbursed for reasonable out-of-pocket expenses incurred by him in performing the services under the Consulting Agreement. Mr. Messina will not be eligible for any other benefits or payments pursuant to the Consulting Agreement.

The foregoing summary of the Consulting Agreement is qualified in its entirety by reference to the Consulting Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.

Appointment of Robert B. Crowl as President and Chief Executive Officer

As previously disclosed and...


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