Form: 8-K

Current report filing

June 29, 2020

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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):
June 25, 2020

CHIMERA INVESTMENT CORPORATION 
(Exact name of registrant as specified in its charter)
Maryland
1-33796
26-0630461
(State or Other Jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)

520 Madison Avenue, 32nd Fl
 
 
New York
New York
10022
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:   (212) 626-2300  

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
 
 
 
Common Stock, par value $0.01 per share
CIM
New York Stock Exchange
8.00% Series A Cumulative Redeemable Preferred Stock
CIM PRA
New York Stock Exchange
8.00% Series B Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock
CIM PRB
New York Stock Exchange
7.75% Series C Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock
CIM PRC
New York Stock Exchange
8.00% Series D Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock
CIM PRD
New York Stock Exchange
 
      
(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))

☐ 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    ☐

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.    ☐

Item 5.07.   Submission of Matters to a Vote of Security Holders
On June 25, 2020, Chimera Investment Corporation (the "Company") held its Annual Meeting for the purpose of: (i) electing three Class I directors to serve on the Company's Board of Directors (the "Board") until the 2023 Annual Meeting of Stockholders and one Class III director to serve on the Company's Board until the 2022 Annual Meeting of Stockholders; (ii) recommending, by a non-binding advisory vote, the Company’s executive compensation; and (iii) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the current fiscal year.  

The total number of shares of common stock entitled to vote at the Annual Meeting was 188,752,612, of which 162,233,291 shares, or 85.95%, were present in person or by proxy.

The final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are set forth below.

Proposal 1.   The election of three Class I directors to serve on the Board until the 2023 Annual Meeting of Stockholders and one Class III director to serve on the Board until the 2022 Annual Meeting of Stockholders.

Director
For
Against
Abstentions
Broker Non-Votes
 
 
 
 
 
Class I
 
 
 
 
Paul A. Donlin
82,689,205
3,050,690
940,646
75,552,750
Mark Abrams
83,712,777
2,033,843
933,921
75,552,750
Gerard Creagh
84,059,553
1,655,716
965,272
75,552,750
 
 
 
 
 
Class III
 
 
 
 
Brian P. Reilly
84,450,806
1,305,273
924,462
75,552,750

Based on the foregoing votes, Paul A. Donlin, Mark Abrams and Gerard Creagh were elected as Class I directors to serve on the Board until the 2023 Annual Meeting of Stockholders and until their successors are duly elected and qualified, and Brian P. Reilly was elected as Class III director to serve on the Board until the 2022 Annual Meeting of Stockholders and until his successor is duly elected and qualified.     

Proposal 2.  A non-binding advisory resolution on the Company’s executive compensation was




approved, based on the following votes.
.
For
Against
Abstentions
Broker Non-Votes
80,135,966
4,812,764
1,731,811
75,552,750

    
Proposal 3.  Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for the current fiscal year was approved, based on the following votes.

For
Against
Abstentions
 
157,199,574
3,653,615
1,380,102
 

Further information regarding these proposals is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on May 8, 2020.






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/ Rob Colligan  
             Name:    Rob Colligan            
             Title:    Chief Financial Officer
Date: June 29, 2020