0001193125-21-052393 8-K 15 20210222 5.02 7.01 9.01 20210223 20210223 CHIMERA INVESTMENT CORP 0001409493 6798 260630461 MD 1231 8-K 34 001-33796 21665787 520 MADISON AVENUE 32ND FLOOR NEW YORK NY 10022 212-626-2300 520 MADISON AVENUE 32ND FLOOR NEW YORK NY 10022 8-K 1 d50901d8k.htm 8-K CHIMERA INVESTMENT CORP false 0001409493 0001409493 2021-02-22 2021-02-22 0001409493 us-gaap:CommonStockMember 2021-02-22 2021-02-22 0001409493 us-gaap:PreferredClassAMember 2021-02-22 2021-02-22 0001409493 us-gaap:PreferredClassBMember 2021-02-22 2021-02-22 0001409493 us-gaap:SeriesCPreferredStockMember 2021-02-22 2021-02-22 0001409493 us-gaap:SeriesDPreferredStockMember 2021-02-22 2021-02-22 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): February 22, 2021 Chimera Investment Corporation (Exact Name of Registrant as Specified in Its Charter) Maryland 001-33796 26-0630461 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 520 Madison Avenue, 32nd Floor New York, New York 10022 (Address of principal executive offices) (Zip Code) (212) 626-2300 (Registrant’s telephone number, including area code) 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: ? 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)) Securities registered pursuant to Section 12(b) of the Act: Trading Name of each exchange Title of each class: Symbols: on which registered: Common Stock, par value CIM New York Stock Exchange $0.01 per share 8.00% Series A Cumulative CIM PRA New York Stock Exchange Redeemable Preferred Stock 8.00% Series B Cumulative CIM PRB New York Stock Exchange Fixed-to-Floating Rate Redeemable Preferred Stock 7.75% Series C Cumulative CIM PRC New York Stock Exchange Fixed-to-Floating Rate Redeemable Preferred Stock 8.00% Series D Cumulative CIM PRD New York Stock Exchange Fixed-to-Floating Rate Redeemable Preferred Stock 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. ? -------------------------------------------------------------------------------- Item 5.02. Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Teresa Bryce Bazemore as Director On February 22, 2021, Teresa Bryce Bazemore, an independent member of the Board of Directors (the “Board”) of Chimera Investment Corporation (the “Company”), notified the Company that she will resign from the Board effective February 28, 2021 in light of her additional duties in connection with her recent appointment as the President and Chief Executive Officer of the Federal Home Loan Bank of San Francisco. Ms. Bazemore 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 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. -------------------------------------------------------------------------------- Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release, dated February 23, 2021. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -------------------------------------------------------------------------------- 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. CHIMERA INVESTMENT CORPORATION Date: February 23, 2021 By: /s/ Phillip J. Kardis II Name: Phillip J. Kardis II Title: Chief Legal Officer and Secretary EX-99.1 2 d50901dex991.htm EX-99.1 Exhibit 99.1 [[Image Removed: LOGO]] PRESS RELEASE NYSE: CIM CHIMERA INVESTMENT CORPORATION 520 Madison Avenue, 32nd Floor New York, New York 10022 FOR FURTHER INFORMATION Investor Relations 888-895-6557 www.chimerareit.com FOR IMMEDIATE RELEASE Chimera Investment Corporation Announces Resignation of Independent Director Company Release – 2/23/2021 NEW YORK—(BUSINESS WIRE)—Chimera Investment Corporation (NYSE: CIM) (the “Company”) announced today that on February 22, 2021, Teresa Bryce Bazemore, an independent member of the Board of Directors (the “Board”) of the Company, notified the Company that she will resign from the Board effective as of February 28, 2021, in light of her additional duties in connection with her recent appointment as the President and Chief Executive Officer of the Federal Home Loan Bank of San Francisco. “We are sorry to see Teresa go.” says Gerry Creagh, the Company’s Chairman of the Board. “She has been an outstanding member of our Board and we wish her the best of luck in her new role.” About Chimera Investment Corporation We are a publicly traded REIT that is primarily engaged in the business of investing in a diversified portfolio of real estate assets, including mortgage loans, Agency RMBS, Non-Agency RMBS, Agency CMBS, and other real estate assets. Please visit www.chimerareit.com for additional information about the Company.