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: May 20, 2019 (May 16, 2019)
Two Harbors Investment Corp.
(Exact name of registrant as specified in its charter)
 
Maryland
 
001-34506
 
27-0312904
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
575 Lexington Avenue, Suite 2930
New York, NY 10022
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:   (612) 629-2500

(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 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 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
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
7.75% Series D Cumulative Redeemable Preferred Stock
 
TWO PRD
 
New York Stock Exchange
7.50% Series E Cumulative Redeemable Preferred Stock
 
TWO PRE
 
New York Stock Exchange




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

Two Harbors Investment Corp. (the “Company”) held its Annual Meeting of Stockholders on May 16, 2019 for the purpose of: (i) electing nine directors to serve on the Company’s board of directors until the 2020 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, 2019.

Proposal 1 - Election of Directors

Each of the nine director nominees proposed by the Company’s board of directors was elected to serve as a director until the Company’s 2020 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
 
131,974,765
 
24,007,315
 
652,911
 
82,567,426
James J. Bender
 
152,219,946
 
3,763,811
 
651,234
 
82,567,426
Karen Hammond
 
154,345,371
 
1,661,035
 
628,585
 
82,567,426
Stephen G. Kasnet
 
152,016,640
 
3,905,693
 
712,658
 
82,567,426
William Roth
 
153,807,224
 
2,159,744
 
668,023
 
82,567,426
W. Reid Sanders
 
154,007,491
 
1,942,966
 
684,534
 
82,567,426
Thomas E. Siering
 
153,126,270
 
2,835,641
 
673,080
 
82,567,426
James A. Stern
 
154,282,616
 
1,668,799
 
683,576
 
82,567,426
Hope W. Woodhouse
 
154,103,238
 
1,905,325
 
626,428
 
82,567,426


Proposal 2 - Advisory Vote Relating to Executive Compensation

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

For
 
Against
 
Abstain
 
Broker Non-Votes
147,658,187
 
7,533,893
 
1,442,811
 
82,567,426

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, 2019. The proposal received the following final voting results:

For
 
Against
 
Abstain
222,103,177
 
16,068,961
 
1,029,891

 
 
 




 




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 20, 2019