Item 5.02. Chimera Investment Corporation 2023 Equity Incentive Plan.
On June 14, 2023, the shareholders of Chimera Investment Corporation (“Company”) approved the Company’s 2023 Equity Incentive Plan (the “Plan”) to replace the Company’s 2007 Equity Incentive Plan, as amended and restated effective December 10, 2015.
The description of the terms and conditions of the Plan, as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2023, is incorporated herein by reference (the “Proxy Statement”). A copy of the Plan is filed as Exhibit 10.1 hereto and is also incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
On June 14, 2023, the Company held its 2023 annual meeting of stockholders (the “Annual Meeting”) for the purpose of: (i) electing two Class I Directors, Kevin G. Chavers and Gerard Creagh, each to serve until the annual meeting of stockholders in 2026, one Class II Director, Mark Abrams, to serve until the annual meeting of stockholders in 2024, and one Class III Director, Phillip J. Kardis II, to serve until the annual meeting of stockholders in 2025; (ii) recommending, by a non-binding advisory vote, the Company’s executive compensation; (iii) recommending, by a non-binding advisory vote, the frequency of future advisory votes on the Company’s executive compensation; (iv) approving the Company’s 2023 Equity Incentive Plan; and (v) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
Further information regarding all of these proposals is set forth in the Company’s Proxy Statement.
The total number of shares of common stock entitled to vote at the Annual Meeting was 232,093,167, of which 170,216,913 shares, or 73.34%, 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 I Directors, Kevin G. Chavers and Gerard Creagh, each to serve until the annual meeting of stockholders in 2026, one Class II Director, Mark Abrams, to serve until the annual meeting of stockholders in 2024, and one Class III Director, Phillip J. Kardis II, to serve until the annual meeting of stockholders in 2025.
| Nominee | Votes For | Votes Against | Votes Abstain | Broker
Non-Votes |
| (I) Kevin G. Chavers | 105,157,657 | 3,671,390 | 1,080,317 | 60,307,549 |
| (I) Gerard Creagh | 98,259,871 | 10,547,368 | 1,102,125 | 60,307,549 |
| (II) Mark Abrams | 98,063,360 | 10,794,932 | 1,051,072 | 60,307,549 |
| (III) Phillip J. Kardis II | 103,119,624 | 5,676,060 | 1,113,680 | 60,307,549 |
Based on the foregoing votes, (i) Kevin G. Chavers and Gerard Creagh were elected as Class I directors to serve on the Board until the 2026 annual meeting of stockholders and until their successors are duly elected and qualify, (ii) Mark Abrams was elected as a Class II director to serve on the Board until the 2024 annual meeting of stockholders and until his successor is duly elected and qualifies, and (iii) Phillip J. Kardis II was elected as a Class III director to serve on the Board until the 2025 annual meeting of stockholders and until his successor is duly elected and qualifies.
Proposal 2. A vote on a non-binding advisory resolution on the Company’s executive compensation.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 101,620,892 | 6,998,052 | 1,290,420 | 60,307,549 |
Based on the foregoing votes, the non-binding advisory resolution on the Company’s executive compensation was approved.
Proposal 3. A vote on a non-binding advisory resolution on the frequency of future voting on the Company’s executive compensation.
| For One Year | For Two Years | For Three Years | Votes Abstained | Broker Non-Votes |
| 105,091,287 | 1,153,547 | 2,071,052 | 1,593,478 | 60,307,549 |
Based on the foregoing votes, the non-binding advisory resolution on the frequency of future voting is “one year” as the frequency for holding an advisory vote on the Company’s executive compensation. Consistent with the recommendation of the Board of Directors of the Company as set forth in the Company’s Proxy Statement and the foregoing votes, the Company intends to continue holding such votes annually until the next required vote on the frequency of the advisory vote on the Company’s executive compensation.
Proposal 4. A vote to approve the Company’s 2023 Equity Incentive Plan.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 99,609,194 | 8,837,021 | 1,463,149 | 60,307,549 |
Based on the foregoing votes, the Company’s 2023 Equity Incentive Plan was approved.
Proposal 5. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for the current fiscal year.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 164,643,323 | 4,218,945 | 1,354,645 | - |
Based on the foregoing votes, the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023 was ratified.
Item 9.01. Financial Statements and 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.
| | Chimera Investment Corporation |
| |
|
| | |
| By:
| /s/ Subramaniam Viswanathan |
| | Name: Subramaniam Viswanathan |
| | Title: Chief Financial Officer
|
| | | |
Date: June 16, 2023
| | |
