0001464423 us-gaap:SeriesBPreferredStockMember 2021-05-26 2021-05-26
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): May 26, 2021
PennyMac Mortgage Investment Trust
(Exact name of registrant as specified in its charter)
Maryland | 001-34416 | 27-0186273 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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3043 Townsgate Road Westlake Village, California | | 91361 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (818) 224-7442
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:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Shares of Beneficial Interest, $0.01 par value | | PMT | | New York Stock Exchange |
8.125% Series A Cumulative Redeemable
Preferred Shares of Beneficial Interest, $0.01 par value | | PMT/PA | | New York Stock Exchange |
8.00% Series B Cumulative Redeemable
Preferred Shares of Beneficial Interest, $0.01 par value | | PMT/PB | | 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 May 26, 2021, the Company held its Annual Meeting of Shareholders (the “Meeting”) for the purpose of: (i) electing two (2) Class III trustee nominees to serve on the Company’s Board until its 2024 Annual Meeting of Shareholders; (ii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and (iii) approving, by non-binding vote, the Company’s executive compensation. The total number of common shares of beneficial interest entitled to vote at the Meeting was 97,938,350, of which 84,430,857 shares, or 86.2%, were present in person or by proxy.
Proposal 1: The election of two (2) Class III trustee nominees to serve on the Board until the 2024 Annual Meeting of Shareholders.
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Trustee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
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David A. Spector | 51,116,229 | 14,697,392 | 2,709,379 | 15,907,857 |
Randall D. Hadley | 50,806,937 | 15,007,575 | 2,708,488 | 15,907,857 |
Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2021.
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Votes For | Votes Against | Abstentions | Broker Non-Votes |
83,708,545 | 499,752 | 222,560 | 0 |
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Proposal 3: Approval, by non-binding vote, of the Company’s executive compensation.
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Votes For | Votes Against | Abstentions | Broker Non-Votes |
66,801,438 | 1,388,244 | 333,318 | 15,907,857 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description |
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104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 thereunto duly authorized.
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| PENNYMAC MORTGAGE INVESTMENT TRUST |
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Dated: June 1, 2021 | /s/ Daniel S. Perotti |
| Daniel S. Perotti Senior Managing Director and Chief Financial Officer |
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