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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: May 17, 2023

 

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.)

 

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 5.07Submission of Matters to a Vote of Security Holders.

 

On May 17, 2023, 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 2024 Annual Meeting of Stockholders; (ii) holding an advisory vote relating to executive compensation; (iii) holding an advisory vote on the frequency of future advisory votes relating to executive compensation; and (iv) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

 

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 2024 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  52,790,623   6,364,801   241,577   14,416,300 
James J. Bender  51,361,813   7,791,383   243,805   14,416,300 
William Greenberg  57,924,990   1,233,856   238,155   14,416,300 
Karen Hammond  57,794,645   1,379,133   223,223   14,416,300 
Stephen G. Kasnet  57,153,660   2,009,784   233,557   14,416,300 
W. Reid Sanders  57,201,706   1,951,598   243,697   14,416,300 
James A. Stern  58,258,010   902,265   236,726   14,416,300 
Hope W. Woodhouse  57,197,023   1,978,366   221,612   14,416,300 

 

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
57,491,115  1,527,011  378,875  14,416,300

 

Proposal 3 — Advisory Vote on the Frequency of Future Advisory Votes Relating to Executive Compensation

 

Stockholders voted to have the Company hold an advisory vote on executive compensation every year. The voting results were as follows:

 

Every Year  Every Two Years  Every Three Years  Abstain  Broker Non-Votes
58,279,901  204,283  596,034  298,783  14,416,300

 

Based on the stockholder voting results above, and consistent with its own recommendation, the Company’s board of directors has determined that the Company will continue to hold an advisory vote relating to executive compensation on an annual basis until the next required non-binding advisory vote on the frequency of stockholder votes on executive compensation.

 

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, 2023. The voting results were as follows:

 

For  Against  Abstain
72,695,736  741,453  376,112

 

 

 

 

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 17, 2023