Current Report Filing (8-k)
May 19 2021 - 3:24PM
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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 19, 2021
Two Harbors Investment
Corp.
(Exact name of registrant
as specified in its charter)
Maryland
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001-34506
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27-0312904
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(State or
other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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601
Carlson Parkway, Suite 1400
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Minnetonka, MN
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55305
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(Address of Principal Executive Offices)
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(Zip Code)
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(612) 453-4100
Registrant’s telephone number, including area
code
(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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities Registered
Pursuant to Section 12(b) of the Act:
Title of Each Class:
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Trading Symbol(s)
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Name of Exchange on Which Registered:
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Common Stock, par value $0.01 per share
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TWO
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New York Stock Exchange
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8.125% Series A Cumulative Redeemable Preferred Stock
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TWO PRA
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New York Stock Exchange
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7.625% Series B Cumulative Redeemable Preferred Stock
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TWO PRB
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New York Stock Exchange
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7.25% Series C Cumulative Redeemable Preferred Stock
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TWO PRC
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New York Stock Exchange
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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 ¨
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 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On May
19, 2021, Two Harbors Investment Corp. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”).
At the Annual Meeting, the Company’s stockholders approved the Company’s 2021 Equity Incentive Plan (the “Plan”).
The Board had previously approved the Plan on March 18, 2021, subject to stockholder approval.
A
description of the Plan, as amended, is included on pages 49-58 the Company’s proxy statement filed with the Securities and
Exchange Commission (“SEC”) on April 6, 2021 (the “Proxy Statement”). The description of the Plan set forth in the Proxy
Statement is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Plan, which is
attached as Appendix A to the Proxy Statement. The following forms of award agreements under the Plan, identified as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto, respectively, are incorporated by reference herein: (i) form of Director Restricted Stock Unit
Agreement; (ii) form of Officer Restricted Stock Unit Agreement; (iii) form of Officer Performance Share Unit Agreement and; (iv)
form of Common Stock Award Agreement.
Item 5.07
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Submission of Matters to a Vote
of Security Holders.
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The
Company held its Annual Meeting of Stockholders on May 19, 2021 for the purpose of: (i) electing eight directors to serve on the Company’s
board of directors until the 2022 Annual Meeting of Stockholders; (ii) holding an advisory vote relating to executive compensation; (iii)
approving the Two Harbors Investment Corp. 2021 Equity Incentive Plan; and (iv) ratifying the appointment of Ernst & Young LLP as
the Company’s independent registered public accounting firm for the year ending December 31, 2021.
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
2022 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
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For
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Against
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Abstain
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Broker Non-Votes
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E. Spencer Abraham
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138,828,760
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12,021,008
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693,146
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58,803,193
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James J. Bender
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143,504,449
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7,314,306
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724,159
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58,803,193
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William Greenberg
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149,361,725
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1,528,464
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652,725
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58,803,193
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Karen Hammond
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147,422,102
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3,467,069
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653,743
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58,803,193
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Stephen G. Kasnet
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146,226,400
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4,612,190
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704,324
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58,803,193
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W. Reid Sanders
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148,065,648
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2,777,255
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700,011
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58,803,193
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James A. Stern
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149,023,867
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1,743,311
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775,736
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58,803,193
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Hope W. Woodhouse
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149,226,903
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1,609,667
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706,344
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58,803,193
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Proposal
2 — Advisory Vote Relating to Executive Compensation
Stockholders
approved the advisory resolution on the Company’s executive compensation. The proposal received the following voting results:
For
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Against
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Abstain
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Broker Non-Votes
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143,819,067
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6,140,723
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1,583,124
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58,803,193
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Proposal
3 — Approval of the Two Harbors Investment Corp. 2021 Equity Incentive Plan
Stockholders
approved the Two Harbors Investment Corp. 2021 Equity Incentive Plan. The proposal received the following voting results:
For
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Against
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Abstain
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Broker Non-Votes
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144,895,978
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5,396,710
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1,250,226
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58,803,193
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Proposal
4 — Ratification of Selection 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, 2021. The proposal received
the following voting results:
For
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Against
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Abstain
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207,994,631
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1,448,766
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902,710
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Item
9.01
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Financial
Statements and Exhibits.
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(d) 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.
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TWO HARBORS INVESTMENT CORP.
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By:
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/s/ REBECCA B. SANDBERG
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Rebecca B. Sandberg
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General Counsel and Secretary
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Date: May 19, 2021
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