Current Report Filing (8-k)
June 30 2021 - 3:54PM
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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): June 30, 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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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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Departure
of Chief Investment Officer
On June 30,
2021, Two Harbors Investment Corp. (the “Company”) and Matthew Koeppen entered into a Separation and Release Agreement (the
“Separation Agreement”) on mutually agreeable terms, pursuant to which Mr. Koeppen’s employment with the Company
will terminate on June 30, 2021 (the “Separation Date”) and Mr. Koeppen and will cease to serve as Vice President
and Chief Investment Officer effective as of the Separation Date. The Company determined that Mr. Koeppen’s termination of
employment was without “cause”.
In connection
with Mr. Koeppen’s departure, as provided in the Separation Agreement, Mr. Koeppen will receive certain benefits provided
under the Two Harbors Investment Corp. Severance Benefits Plan, previously filed with the Securities and Exchange Commission, for a termination
without cause, consisting of $823,143 payable over 18 months and 18 months of reimbursed COBRA benefits. In addition, Mr. Koeppen
will become vested with respect to an aggregate of 229,947 shares of unvested restricted stock and restricted stock units previously awarded
to Mr. Koeppen, as provided in the Company’s Equity Incentive Plans previously filed with the Commission, as a result of a termination
of service for a reason other than “cause”. Other than what is provided for in the Separation Agreement, Mr. Koeppen
will not be entitled to any other compensation, payments or benefits from the Company in connection with his departure.
As consideration
for the separation benefits provided for under the Separation Agreement, Mr. Koeppen agreed to release the Company from any and all
claims, charges, causes of action and damages arising on or prior to his execution of the Separation Agreement. Mr. Koeppen also,
among other things, agreed to certain non-disparagement and confidentiality provisions as well as restrictions preventing him from competing
with the Company and soliciting the employees or business partners of the Company for 18 months following the Separation Date.
The above
description of the Separation Agreement is a summary only and is qualified in its entirety by reference to the full text of the Separation
Agreement, a complete copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Appointment
of Chief Investment Officer
On
June 30, 2021, the Company’s Board of Directors appointed William Greenberg, who is the Company’s current
President and Chief Executive Officer, to also serve as the Company’s Chief Investment Officer with immediate effect.
William
Greenberg (53) has served as President and Chief Executive Officer of Two Harbors since June 2020 and as a Director since September 2020.
Mr. Greenberg previously served as Co-Chief Investment Officer from January 2020 to June 2020 and as Co-Deputy Chief Investment
Officer from June 2018 to January 2020. Mr. Greenberg has over 25 years of experience managing portfolios of structured
finance assets. Prior to serving as an investment professional for Two Harbors beginning in 2012, he was a Managing Director at UBS AG,
holding various senior positions with responsibilities including managing the mortgage repurchase liability risk related to over $100
billion of RMBS and whole loans issued and/or sold by UBS. Mr. Greenberg was Co-Head of Trading within the SNB StabFund, including
managing $40 billion of legacy RMBS, ABS, and CMBS securities and loans. Prior to joining UBS, Mr. Greenberg was a Managing Director
at Natixis NA, where he co-managed portfolios of RMBS and Agency Mortgage Servicing Rights. Mr. Greenberg holds a B.S. degree in
physics from the Massachusetts Institute of Technology, and M.S. and Ph.D. degrees in theoretical nuclear physics from the University
of Washington.
There
are no arrangements or understandings between Mr. Greenberg and any other persons pursuant to which he was appointed as President,
Chief Executive Officer and Chief Investment Officer of the Company. There are no family relationships between Mr. Greenberg and
any director or executive officer of the Company, and he does not have any direct or indirect material interest in any transaction or
material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01
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Regulation FD Disclosure.
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The Company
issued a press release on June 30, 2021, regarding the departure of Mr. Koeppen and the appointment of Mr. Greenberg as
Mr. Greenberg as Chief Investment Officer Chief Investment Officer. A copy of the press release is furnished as Exhibit 99.1 hereto.
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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