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 10, 2021
CHIMERA INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
| Maryland | 001-33796 | 26-0630461 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
520 Madison Avenue, 32nd Floor New York, New York | 10022 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 626-2300
(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:
| 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 |
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 10, 2021, the Company held its Annual Meeting for the purpose of: (i) electing two Class II directors to serve on the Board until the 2024 Annual Meeting of Stockholders; (ii) approving an amendment to the Company’s charter to declassify the Board of Directors; (iii) recommending, by a non-binding advisory vote, the Company’s executive compensation; and (iv) 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 230,713,880, of which 178,213,637 shares, or 77.24%, 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 two Class II directors to serve on the Board until the 2024 Annual Meeting of Stockholders.
| Director | For | Against | Abstentions | Broker Non-Votes |
| Class II | ||||
| Debra W. Still | 110,321,098 | 5,988,729 | 554,368 | 61,349,442 |
| Mohit Marria | 114,151,128 | 2,128,410 | 584,657 | 61,349,442 |
Based on the foregoing votes, Debra W. Still and Mohit Marria were elected as Class II directors to serve on the Board until the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualify.
Proposal 2. A vote on an amendment to the Company’s charter to declassify the Board of Directors.
| For | Against | Abstentions | Broker Non-Votes |
| 114,019,647 | 1,701,619 | 1,142,929 | 61,349,442 |
Proposal 3. A vote on a non-binding advisory resolution on the Company’s executive compensation.
| For | Against | Abstentions | Broker Non-Votes |
| 100,375,920 | 15,113,050 | 1,375,225 | 61,349,442 |
Proposal 4. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for the current fiscal year.
| For | Against | Abstentions | |
| 175,185,074 | 1,893,213 | 1,135,350 |
Further information regarding these proposals is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 27, 2021.
SIGNATURE
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 11, 2021 | |||