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, 2017 (May 17, 2017)

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.)
 
590 Madison Avenue, 36th Floor
New York, NY 10022
(Address of principal executive offices)
(Zip Code)

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

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 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 17, 2017 in Minneapolis, Minnesota for the purpose of: (i) electing nine directors to serve on the Company’s board of directors until the 2018 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, 2017. 
  
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 2018 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
 
176,980,196
 
35,708,786
 
444,300
 
84,412,845
James J. Bender
 
210,818,823
 
1,875,327
 
439,132
 
84,412,845
Stephen G. Kasnet
 
210,058,053
 
2,615,663
 
459,566
 
84,412,845
Lisa A Pollina
 
210,912,640
 
1,768,260
 
452,382
 
84,412,845
William Roth
 
205,294,072
 
7,407,190
 
432,020
 
84,412,845
W. Reid Sanders
 
210,871,186
 
1,794,753
 
467,343
 
84,412,845
Thomas E. Siering
 
210,985,357
 
1,696,029
 
451,896
 
84,412,845
Brian C. Taylor
 
206,440,127
 
6,242,016
 
451,139
 
84,412,845
Hope W. Woodhouse
 
210,914,724
 
1,758,535
 
460,023
 
84,412,845
 
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
202,484,318
 
7,875,855
 
2,773,109
 
84,412,845

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 proposal received the following final voting results:
 
Every Year
 
Every Two Years
 
Every Three Years
 
Abstain
 
Broker Non-Votes
186,580,443
 
1,894,926
 
22,139,319
 
2,518,594
 
84,412,845

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 vote on the frequency of such advisory votes.

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, 2017. The proposal received the following final voting results:

For
 
Against
 
Abstain
295,330,501
 
1,368,323
 
847,303





Item 7.01           Regulation FD.

An investor presentation providing a business overview of Two Harbors Investment Corp. is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for any other purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filings (unless the registrant specifically states that the information or exhibit in this Item 7.01 is incorporated by reference).





Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.
 
Description
 
 
 
99.1

 
First Quarter 2017 Investor Presentation

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
 
 




 
 





 
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, 2017
 
 
 




Exhibit Index
Exhibit No.
 
Description
Filing Method
 
 
 
 
99.1

 
First Quarter 2017 Investor Presentation
Electronically