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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, 2021

 

Two Harbors Investment Corp.

(Exact name of registrant as specified in its charter)

 

Maryland   001-34506   27-0312904

(State or other jurisdiction of incorporation or

organization)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

601 Carlson Parkway, Suite 1400   Minnetonka, MN   55305
(Address of Principal Executive Offices)       (Zip Code)

 

 (612) 453-4100

Registrant’s telephone number, including area code

 

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act  (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

Title of Each Class:   Trading Symbol(s)   Name of Exchange on Which Registered:
Common Stock, par value $0.01 per share   TWO   New York Stock Exchange
8.125% Series A Cumulative Redeemable Preferred Stock   TWO PRA   New York Stock Exchange
7.625% Series B Cumulative Redeemable Preferred Stock   TWO PRB   New York Stock Exchange
7.25% Series C Cumulative Redeemable Preferred Stock   TWO PRC   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging Growth Company ¨

 

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. ¨

 

 

 

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 19, 2021, Two Harbors Investment Corp. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Company’s 2021 Equity Incentive Plan (the “Plan”). The Board had previously approved the Plan on March 18, 2021, subject to stockholder approval.

 

A description of the Plan, as amended, is included on pages 49-58 the Company’s proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 6, 2021 (the “Proxy Statement”). The description of the Plan set forth in the Proxy Statement is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Plan, which is attached as Appendix A to the Proxy Statement. The following forms of award agreements under the Plan, identified as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto, respectively, are incorporated by reference herein: (i) form of Director Restricted Stock Unit Agreement; (ii) form of Officer Restricted Stock Unit Agreement; (iii) form of Officer Performance Share Unit Agreement and; (iv) form of Common Stock Award Agreement.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The Company held its Annual Meeting of Stockholders on May 19, 2021 for the purpose of: (i) electing eight directors to serve on the Company’s board of directors until the 2022 Annual Meeting of Stockholders; (ii) holding an advisory vote relating to executive compensation; (iii) approving the Two Harbors Investment Corp. 2021 Equity Incentive Plan; and (iv) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.

 

Proposal 1 — Election of Directors

 

Each of the eight director nominees proposed by the Company’s board of directors was elected to serve as a director until the Company’s 2022 Annual Meeting of Stockholders, or until his or her successor is duly elected and qualified. The voting results for each director nominee were as follows:

 

Nominee   For   Against   Abstain     Broker Non-Votes
E. Spencer Abraham   138,828,760   12,021,008   693,146     58,803,193
James J. Bender   143,504,449   7,314,306   724,159     58,803,193
William Greenberg   149,361,725   1,528,464   652,725     58,803,193
Karen Hammond   147,422,102   3,467,069   653,743     58,803,193
Stephen G. Kasnet   146,226,400   4,612,190   704,324     58,803,193
W. Reid Sanders   148,065,648   2,777,255   700,011     58,803,193
James A. Stern   149,023,867   1,743,311   775,736     58,803,193
Hope W. Woodhouse   149,226,903   1,609,667   706,344     58,803,193

 

Proposal 2 — Advisory Vote Relating to Executive Compensation

 

Stockholders approved the advisory resolution on the Company’s executive compensation. The proposal received the following voting results:

 

For   Against   Abstain   Broker Non-Votes
143,819,067   6,140,723   1,583,124   58,803,193

 

Proposal 3 — Approval of the Two Harbors Investment Corp. 2021 Equity Incentive Plan

 

Stockholders approved the Two Harbors Investment Corp. 2021 Equity Incentive Plan. The proposal received the following voting results:

  

For   Against   Abstain   Broker Non-Votes
144,895,978   5,396,710   1,250,226   58,803,193

 

 

 

Proposal 4 — Ratification of Selection of Independent Registered Public Accounting Firm

 

Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021. The proposal received the following voting results:

  

For   Against   Abstain
207,994,631   1,448,766   902,710

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
10.1    Form of Director Restricted Stock Unit Agreement under the Two Harbors Investment Corp. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Registrant's Registration Statement on Form S-8 filed with the SEC on May 19, 2021).
     
10.2   Form of Officer Restricted Stock Unit Agreement under the Two Harbors Investment Corp. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of the Registrant's Registration Statement on Form S-8 filed with the SEC on May 19, 2021).
     
10.3   Form of Officer Performance Share Unit Agreement under the Two Harbors Investment Corp. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of the Registrant's Registration Statement on Form S-8 filed with the SEC on May 19, 2021).
     
10.4   Form of Common Stock Award Agreement under the Two Harbors Investment Corp. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 of the Registrant's Registration Statement on Form S-8 filed with the SEC on May 19, 2021).
     
104    Cover Page Interactive Data File, formatted in Inline XBRL.

 

 

 

 

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.

 

  TWO HARBORS INVESTMENT CORP.
     
     
  By: /s/ REBECCA B. SANDBERG
    Rebecca B. Sandberg
    General Counsel and Secretary
     
Date: May 19, 2021