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 18, 2022
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 |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1601 Utica Avenue South, Suite 900 | St. Louis Park, MN | 55416 |
| (Address of Principal Executive Offices) | (Zip Code) |
(612) 453-4100
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:
| ¨ | 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 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 18, 2022, Two Harbors Investment Corp. (the “Company”) held its Annual Meeting of Stockholders for the purpose of: (i) electing eight directors to serve on the Company’s board of directors until the 2023 Annual Meeting of Stockholders; (ii) holding an advisory vote relating to executive compensation; and (iii) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
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 2023 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 | 189,927,324 | 22,029,538 | 1,009,927 | 64,319,681 | ||||||||||||
| James J. Bender | 206,451,087 | 5,495,011 | 1,020,691 | 64,319,681 | ||||||||||||
| William Greenberg | 208,801,460 | 3,128,415 | 1,036,914 | 64,319,681 | ||||||||||||
| Karen Hammond | 206,807,436 | 5,172,890 | 986,463 | 64,319,681 | ||||||||||||
| Stephen G. Kasnet | 206,787,275 | 5,134,448 | 1,045,066 | 64,319,681 | ||||||||||||
| W. Reid Sanders | 206,927,206 | 4,945,270 | 1,094,313 | 64,319,681 | ||||||||||||
| James A. Stern | 208,880,655 | 3,042,514 | 1,043,620 | 64,319,681 | ||||||||||||
| Hope W. Woodhouse | 208,873,287 | 3,116,318 | 977,184 | 64,319,681 | ||||||||||||
Proposal 2 — Advisory Vote Relating to Executive Compensation
Stockholders approved the advisory resolution on the Company’s executive compensation. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 201,055,896 | 9,872,518 | 2,038,375 | 64,319,681 | |||||||||||
Proposal 3 —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, 2022. The voting results were as follows:
| For | Against | Abstain | ||||||||
| 271,845,522 | 3,678,046 | 1,762,902 | ||||||||
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 18, 2022 | ||