8-K: Current report filing
Published on November 2, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (888 )
895-6557
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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Registrant's Web site address: www.chimerareit.com
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the
Securities Exchange Act of 1934.
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.
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Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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(d) Appointment of New Independent Director
On November 1, 2023, Chimera Investment Corporation (the “Company”) announced that Susan Mills has been appointed to the Company’s
Board of Directors (the “Board”) as a Class I Director, effective November 13, 2023. Ms. Mills will stand for election at the Company’s 2024 shareholder meeting for the remaining two years of the Class I Director term. Ms. Mills will serve on
the Nominating and Corporate Governance Committee and the Risk Committee of the Board.
Ms. Mills is currently a Managing Director at Academy Securities (“Academy”), veteran-owned and operated investment bank with
strengths in capital markets, asset management, public finance, geopolitical intel, fixed income and equity trading. Prior to that, she spent 36 years at Citigroup Global Markets (“Citi”) as the successor to Salomon Brothers. During her time
at Citi, Ms. Mills held various senior management positions in businesses related to North American Residential Mortgages, including contract finance related to whole loan transactions, securitization, warehouse lending and sourcing residential
investment opportunities for Citi or their private credit clients. While at Citi, she was active in women’s mentoring and recruiting groups. She was on the board of Kingsbridge Heights Community Center for two years. Ms. Mills received a
bachelor’s degree in Accounting from Long Island University.
Ms. Mills will be compensated in accordance with the Company’s standard compensation policies and practices for the Board, the
components of which were disclosed in the Company’s Proxy Statement for its 2023 Annual Meeting of Stockholders, filed with Securities and Exchange Commission on April 26, 2023.
In connection with the election of Ms. Mills, the Board
increased its size from eight to nine directors. Ms. Mills will enter into the Company’s standard indemnification agreement, a copy of which is filed as Exhibit 10.6 to the Company’s Report on Form 10-Q filed on November 5, 2015. The Board determined that Ms. Mills will be an independent director within the meaning of the New York Stock Exchange listing standards. Other than disclosed
herein, there are no other arrangements or understandings between the appointee and any other person pursuant to which she was appointed. There are also no family relationships between the appointee and any director or executive officer of the
Company and the appointee does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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Item 7.01.
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Regulation FD Disclosure.
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A copy of the Company’s press release (the “Press Release”) announcing the matters described under Item 5.02 above is attached hereto
and furnished as Exhibit 99.1.
The Press Release is being furnished pursuant to Item 7.01, and shall not be deemed “filed” for the 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 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.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
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CHIMERA INVESTMENT CORPORATION
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Date: November 1, 2023
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By:
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/s/ Phillip J. Kardis II
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Name:
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Phillip J. Kardis II
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Title:
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Chief Executive Officer
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