Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensation Arrangements of Certain Officers
Effective October 23, 2012, WMI Holdings Corp. (the "Company") entered into an
Amendment to Engagement Agreement between the Company and CXO Consulting Group,
LLC ("CXO") under which Timothy Jaeger will continue serving as interim Chief
Accounting Officer and interim Chief Financial Officer of the Company
("Amendment to Engagement Letter"). The Amendment to Engagement Letter extends
the term through March 31, 2013 and effective October 1, 2012 increases the
monthly fee payable to CXO to $20,000 per month, based on an average of 35-45
hours worked per week. A copy of the Amendment to Engagement Agreement is
attached hereto as Exhibit 99.1. The original engagement agreement was
previously filed as Exhibit 99.2 to Form 8-K filed on June 4, 2012.
Cautionary Statement Regarding Forward-Looking Statements
This Form 8-K and the exhibits contain certain statements that may be deemed to
be forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are based on the
Company's current plans, expectations, estimates and management's beliefs about
the Company's future performance. Words such as "anticipates," "expects,"
"intends," "plans," "believes," "seeks," "estimates" or variations of such words
and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and are
subject to risks and uncertainties that are difficult to predict and which may
cause the Company's actual results and performance to differ materially from
those expressed or forecasted in any such forward-looking statements. These
risks include, among other factors, changes in business, economic and market
conditions, changes in government regulation, and changes in the competitive
environment in which the Company operates. Some of the specific risks that are
associated with the Company include, but are not limited to, the following:
(i) the Company does not currently intend to have any of its securities listed
on an exchange or a national market and, therefore, its common stock may have
less liquidity than exchange-traded securities; (ii) transfers of the common
stock of the Company are and will continue to be subject to certain transfer
restrictions as set forth in the Articles and Bylaws; (iii) there is no
guarantee that the Company will be able to successfully utilize the net
operating losses that will be retained by the Company; and (iv) the Company may
need to seek regulatory approval from the Hawaii State Insurance Commissioner
from time to time with respect to certain aspects of WM Mortgage Reinsurance
Company, Inc.'s operations. Unless required by law, the Company undertakes no
obligation to update publicly any forward-looking statements. However, readers
should carefully review the statements set forth in the reports, which the
Company has filed or will file from time to time with the Securities and
Exchange Commission.
