Two Harbors Investment Corp filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$TWO
Real Estate Investment Trusts
Real Estate
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 14, 2025
(Exact name of registrant as specified in its charter)
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(Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(612 ) 453-4100
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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:
Securities Registered Pursuant to Section 12(b) of the Act:
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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 ☐
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 14, 2025, 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 2026 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, 2025.
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 2026 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 | 60,920,592 | 2,179,357 | 240,192 | 18,537,902 | ||||||||||
| James J. Bender | 56,846,027 | 6,275,846 | 218,268 | 18,537,902 | ||||||||||
| Sanjiv Das | 61,559,618 | 1,449,205 | 331,318 | 18,537,902 | ||||||||||
| William Greenberg | 62,050,938 | 1,058,727 | 230,476 | 18,537,902 | ||||||||||
| Karen Hammond | 62,417,446 | 697,202 | 225,493 | 18,537,902 | ||||||||||
| Stephen G. Kasnet | 61,320,801 | 1,772,029 | 247,311 | 18,537,902 | ||||||||||
| James A. Stern | 62,378,219 | 683,027 | 278,895 | 18,537,902 | ||||||||||
| Hope W. Woodhouse | 61,187,190 | 1,873,023 | 279,928 | 18,537,902 | ||||||||||
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 | ||||||||
| 60,761,479 | 2,154,569 | 424,093 | 18,537,902 | ||||||||
Proposal 3 - Ratification of Appointment 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, 2025. The voting results were as follows:
| For | Against | Abstain | ||||||
| 80,620,571 | 765,087 | 492,385 | ||||||
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 | ||||||||
| Chief Legal Officer and Secretary | ||||||||
| Date: May 15, 2025 | ||||||||