Form: 8-K

Current report filing

April 6, 2015

Exhibit 3.1

CHIMERA INVESTMENT CORPORATION

ARTICLES OF AMENDMENT

Chimera Investment Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter of the Corporation is hereby amended to provide that, at the Effective Time (as defined below), every five shares of common stock, $0.01 par value per share, of the Corporation, which were issued and outstanding immediately prior to the Effective Time, shall be changed into one issued and outstanding share of common stock, $0.05 par value per share.  Any fraction of a share of common stock that would otherwise have resulted from the foregoing combination shall be settled by cash payment, calculated according to the average per share closing price of the Corporation’s common stock for the three consecutive trading days ending on April 6, 2015.

SECOND: The amendment to the charter of the Corporation as set forth above has been duly approved by at least a majority of the entire Board of Directors of the Corporation as required by the Maryland General Corporation Law (the “MGCL”). Pursuant to Section 2-309(e) of the MGCL, no stockholder approval was required.

THIRD: There has been no increase in the authorized stock of the Corporation effected by the amendment to the charter of the Corporation as set forth above.

FOURTH: These Articles of Amendment shall be effective at 5:01 p.m. EST on April 6, 2015 (the “Effective Time”).

FIFTH: The undersigned Chief Executive Officer and President acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer and President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]


IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Executive Officer and President and attested to by its Chief Financial Officer and Secretary on this 1st day of April, 2015.

ATTEST:   CHIMERA INVESTMENT CORPORATION
 
 

By:

/s /Robert Colligan

By:

/s/ Matthew Lambiase

Name:

    Robert Colligan

Name:

    Matthew Lambiase

Title:

    Chief Financial Officer

Title:

    Chief Executive Officer and President

    and Secretary