UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~WASHINGTON, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~ 20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): September 28, 2018~~ 1934

Date of Report (Date of earliest event reported): October 24, 2018

PennyMac Financial Services, Inc.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Delaware	~~001-35916~~	80001-~~0882793~~35916	80-0882793
(State or other jurisdiction	(Commission	(IRS Employer
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation)	File Number)	Identification No.)

3043 Townsgate Road, Westlake Village, California	91361
3043 Townsgate Road Westlake Village, California		91361
(Address of principal executive offices)	(Zip Code)
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (818) 224‑-7442

(Registrant’s telephone number, including area code)

Not Applicable

(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))

Indicate by check mark whether the registrant is an emerging growth company 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 15.~~01 Entry~~07 ~~into~~Submission of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

~~Master~~Stockholder ~~Repurchase~~Approval ~~Agreement~~of ~~with~~the ~~Deutsche~~Reorganization ~~Bank AG, Cayman Islands Branch~~ Transaction

On ~~September 28~~October 24, 2018, PennyMac Financial Services, Inc. (the “Company”), ~~through~~held ~~its~~a ~~indirect~~Special ~~controlled~~Meeting ~~subsidiary,~~of ~~PennyMac~~Stockholders ~~Loan Services, LLC~~ (~~“PLS”), executed a Temporary Increase Letter (~~the “DBSpecial ~~Temporary Increase~~Meeting”) in ~~connection~~Westlake ~~with~~Village, ~~that~~California ~~certain~~at ~~Master~~which ~~Repurchase~~Class A ~~Agreement,~~and ~~dated~~Class B ascommon stockholders of ~~August~~record ~~21,~~as ~~2017,~~of bythe ~~and~~close ~~among Deutsche~~of ~~Bank~~business ~~AG,~~on ~~Cayman Islands Branch (“Deutsche Bank”)~~September ~~and~~7, ~~PLS~~2018 (the “~~Repurchase~~Record ~~Agreement~~Date”), ~~pursuant~~were toentitled ~~which PLS may sell~~ to ~~Deutsche~~vote. The ~~Bank,~~purpose ~~and~~of ~~later~~the ~~repurchase,~~Special ~~newly~~Meeting ~~originated~~was ~~mortgage loans in an aggregate principal amount of up~~ to ~~$750~~approve ~~million. The~~the ~~Repurchase~~Reorganization ~~Agreement~~Proposal isand ~~set~~Adjournment ~~to expire on August 21~~Proposal, ~~2019,~~as ~~unless~~described ~~terminated earlier~~ in ~~accordance with its terms. The obligations of PLS under~~ the ~~Repurchase~~joint ~~Agreement~~proxy ~~are~~statement ~~fully~~and ~~guaranteed~~prospectus bydated ~~Private National Mortgage Acceptance Company~~September 18, ~~LLC~~2018 ~~(“PNMAC”), which is the parent company of PLS~~ and afurnished ~~controlled~~to ~~subsidiary~~stockholders offor the ~~Company~~Special Meeting.

~~Pursuant~~As toof the ~~terms~~Record ofDate, ~~the~~approximately DB25.2 ~~Temporary~~million ~~Increase~~shares of Class A common stock, ~~the~~45 ~~maximum~~shares ~~aggregate~~of ~~principal~~Class B ~~amount~~common ~~provided~~stock ~~for~~and ~~thereunder~~77.5 ~~was~~million ~~temporarily~~Class A ~~increased~~units toof ~~$950~~Private ~~million.~~National ~~The~~Mortgage ~~period~~Acceptance ~~for~~Company, ~~the~~LLC DB(“PNMAC”) ~~Temporary~~were ~~Increase~~outstanding. As ~~commenced~~of onthe ~~September~~Record 28Date, ~~2018~~each ~~and~~holder ~~will~~of ~~expire~~Class A onunits ~~December~~of 31PNMAC, ~~2018.~~other ~~Upon~~than the ~~expiration~~Company, held one share of Class B common stock. As of the DBRecord ~~Temporary~~Date ~~Increase,~~and for the ~~maximum~~Special ~~aggregate~~Meeting, ~~principal~~each ~~amount~~holder ~~will~~of ~~revert~~Class A ~~back~~common stock was entitled to ~~$750~~one ~~million.~~vote ~~All~~per ~~other~~share ~~terms~~of Class A common stock held by them and ~~conditions~~each holder of ~~the~~Class B ~~Repurchase~~common ~~Agreement~~stock ~~and~~was ~~the~~entitled ~~related~~to ~~guaranty~~a ~~remain~~number of votes that was equal to the ~~same~~aggregate innumber ~~all~~of ~~material~~Class A ~~respects.~~units ~~The~~of ~~Company,~~PNMAC ~~through~~held ~~PLS~~by such holder, iswithout ~~required~~regard to ~~pay~~the ~~Deutsche~~number ~~Bank~~of ~~certain~~shares ~~administrative~~of ~~costs~~Class B ~~and~~common ~~expenses~~stock inheld ~~connection~~by ~~with~~them. At the ~~structuring~~Special Meeting, holders of Class A common stock and Class B common stock voted together as a single class and the DBtotal ~~Temporary~~number ~~Increase~~of eligible votes was 77,454,925, of which 70,042,403 votes, or 90. 42%, were present in person or by proxy and constituted a quorum.

The ~~foregoing~~final ~~descriptions~~results offor ~~the~~each ~~Repurchase~~of ~~Agreement and~~ the ~~related~~matters ~~guaranty~~submitted ~~by PNMAC do not purport~~ to bea ~~complete~~vote ~~and~~at ~~are qualified in their entirety by reference to (i)~~ the ~~descriptions~~Special ofMeeting ~~the~~were ~~Repurchase Agreement and the related guaranty in the Company’s Current Report on Form 8-K~~ as filed on August 24, 2017 with the Securities and Exchange Commission (the “SEC”); (ii) the full text of the Repurchase Agreement and the related guaranty attached thereto as Exhibits 10.1 and 10.2, respectively; and (iii) any amendments to the Repurchase Agreement filed thereafter with the SEC. follows:

~~Item~~Reorganization ~~2.03 Creation~~Proposal: The proposal to adopt and approve a Contribution Agreement and Plan of Merger, as amended from time to time, that will create a ~~Direct~~new ~~Financial~~holding ~~Obligation~~company orabove anthe ~~Obligation~~Company ~~under~~and ansimplify ~~Off-Balance~~its ~~Sheet~~overall ~~Arrangement~~corporate ofstructure was approved by stockholders (representing at least a ~~Registrant.~~ majority of the voting power of all the issued and outstanding shares of common stock of the Company):

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

For		Against		Abstain
69,908,684		45,430		88,289

~~SIGNATURE~~ Adjournment Proposal: The proposal to approve, if necessary or appropriate, the adjournment of the Special Meeting, including to solicit additional proxies in favor of the Reorganization Proposal, was approved by stockholders (representing at least a majority of the votes cast at the Special Meeting, with a quorum being present):

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.

For		Against		Abstain
65,612,576		4,423,530		6,297

	PENNYMAC FINANCIAL SERVICES, INC.
Dated: October 3, 2018	/s/ Andrew S. Chang
	Andrew S. Chang Senior Managing Director and Chief Financial Officer

Adjournment of the Special Meeting was not necessary because the Reorganization Proposal was approved.

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.

Date: October 25, 2018	PENNYMAC FINANCIAL SERVICES, INC.

	By:	/s/ Andrew S. Chang
		Andrew S. Chang
		Senior Managing Director and Chief Financial Officer

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