UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):

(Exact name of registrant as specified in its charter)

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(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))

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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 (§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      ☐

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.  ☐

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Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On March 31, 2021, Dennis Mahoney, an independent member of the Board of Directors (the “Board”) of Chimera Investment Corporation (the “Company”), notified the Company that he will not stand for re-election at the Company’s 2021 Annual Meeting of Shareholders.  His term will end on the day of the Company’s 2021 Annual Meeting of Shareholders.  Mr. Mahoney has not advised the Company of any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

 

On March 31, 2021, Paul Donlin, an independent member of the Board of the Company, notified the Company that he intends to retire on the date of the Company’s 2021 Annual Meeting of Shareholders.  His term will end on the day of the Company’s 2021 Annual Meeting of Shareholders.  Mr. Donlin has not advised the Company of any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

 

Item 7.01.  Regulation FD Disclosure

 

A copy of the press release (the “Press Release”) announcing the retirement of Mr. Mahoney and Mr. Donlin from the Board of the Company is attached hereto and furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The Press Release is being furnished pursuant to Item 7.01, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.  Financial Statements and Exhibits

 

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.

 

	Chimera Investment Corporation
	By: /s/ Phillip J. Kardis II
	Name: Phillip J. Kardis II
	Title: Chief Legal Officer

Date: April 2, 2021