0001628280-20-010032 8-K 14 20200625 5.07 20200630 20200629 CHIMERA INVESTMENT CORP 0001409493 6798 260630461 MD 1231 8-K 34 001-33796 20998268 520 MADISON AVENUE 32ND FLOOR NEW YORK NY 10022 212-626-2300 520 MADISON AVENUE 32ND FLOOR NEW YORK NY 10022 8-K 1 a8k6262020.htm 8-K Document false0001409493 0001409493 2020-01-01 2020-06-30 0001409493 us-gaap:PreferredClassBMember 2020-01-01 2020-06-30 0001409493 us-gaap:SeriesCPreferredStockMember 2020-01-01 2020-06-30 0001409493 us-gaap:PreferredClassAMember 2020-01-01 2020-06-30 0001409493 us-gaap:SeriesDPreferredStockMember 2020-01-01 2020-06-30 0001409493 us-gaap:CommonStockMember 2020-01-01 2020-06-30 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 CIM PRA New York Stock Exchange Preferred Stock 8.00% Series B Cumulative Fixed-to-Floating Rate Redeemable CIM PRB New York Stock Exchange Preferred Stock 7.75% Series C Cumulative Fixed-to-Floating Rate Redeemable CIM PRC New York Stock Exchange Preferred Stock 8.00% Series D Cumulative Fixed-to-Floating Rate Redeemable CIM PRD New York Stock Exchange Preferred Stock (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