ELLINGTON FINANCIAL LLC (NYSE:EFC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
As described below in Item 5.07 of this Current Report on Form 8-K
(Form 8-K), on May 16, 2017 at the 2017 Annual Meeting of
Shareholders (the Annual Meeting) of Ellington Financial LLC (the
Company), the shareholders of the Company approved, among other
things, the Companys 2017 Equity Incentive Plan (the 2017 Plan).
The 2017 Plan will replace the Companys 2007 Incentive Plan for
Individuals and 2007 Incentive Plan for Entities (together, the
“Prior Plans”), which were terminated effective upon stockholder
approval of the 2017 Plan at the Annual Meeting. However, any
outstanding awards under the Prior Plans will continue in
accordance with the terms of the Prior Plans and any award
agreement executed in connection with such outstanding awards.
(Form 8-K), on May 16, 2017 at the 2017 Annual Meeting of
Shareholders (the Annual Meeting) of Ellington Financial LLC (the
Company), the shareholders of the Company approved, among other
things, the Companys 2017 Equity Incentive Plan (the 2017 Plan).
The 2017 Plan will replace the Companys 2007 Incentive Plan for
Individuals and 2007 Incentive Plan for Entities (together, the
“Prior Plans”), which were terminated effective upon stockholder
approval of the 2017 Plan at the Annual Meeting. However, any
outstanding awards under the Prior Plans will continue in
accordance with the terms of the Prior Plans and any award
agreement executed in connection with such outstanding awards.
A brief description of the 2017 Plan is as follows:
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the 2017 Plan is administered by the Compensation Committee
(the Compensation Committee) of the Board of Directors (the Board) of the Company, except that with respect to awards made to non-employee directors, the 2017 Plan is administered by the Board; |
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the maximum number of the Company’s common shares
representing limited liability company interests, no par value (“common shares”), to be issued under the 2017 Plan is 1,932,190 common shares; |
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if any award granted under the 2017 Plan (including Long-Term
Incentive Plan (“LTIP”) units) expires, is forfeited or is terminated without having been exercised or is paid in cash without a requirement for the delivery of common shares, then any common shares covered by such lapsed, cancelled, expired, unexercised or cash-settled portion of such award and any forfeited, lapsed, cancelled or expired LTIP units shall be available for the grant of other awards under the 2017 Plan. Common shares tendered or withheld to satisfy the grant or exercise price or tax withholding obligation to any award will not be available for future grants or awards; |
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the award of stock options, stock appreciation rights,
unrestricted and restricted stock, restricted stock units, performance awards, LTIP units, and other equity-based awards and incentive awards is permitted; |
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awards under the 2017 Plan may be made to any officer or
employee of the Company or one of its affiliates and any member of the Board is eligible to participate in the 2017 Plan. In addition, any other individual who provides services to the Company or one of its affiliates (including an individual who provides services to the Company or one of its affiliates by virtue of employment with, or providing services to, Ellington Financial Management LLC (the “Manager”) or Ellington Financial Operating Partnership LLC (the “Operating Partnership”) or an affiliate of the Manager or the Operating Partnership), the Manager and any consultant or advisor to the Company or to any parent or subsidiary of the Company that is a non-natural person is eligible to participate in the 2017 Plan if such participation in the 2017 Plan is determined, by the Compensation Committee, to be in the Company’s best interests; |
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while the Board may terminate or amend the 2017 Plan at any
time, no amendment may adversely impair the rights of participants with respect to outstanding awards. In addition, any amendment will be contingent on approval of the Company’s shareholders to the extent required by law, the rules of the New York Stock Exchange or other exchange on which the common shares are then listed or if the amendment would increase the benefits accruing to participants under the 2017 Plan, materially increase the aggregate number of common shares that may be issued under the 2017 Plan (except for adjustments made in connection with a stock dividend or similar event), or materially modify the requirements as to eligibility for participation in the 2017 Plan; and |
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unless terminated earlier, the 2017 Plan will terminate on
March 20, 2027. |
The 2017 Plan previously had been approved, subject to stockholder
approval, by the Board on March 20, 2017. The 2017 Plan became
effective upon receipt of stockholder approval on May 16, 2017 at
the Annual Meeting.
approval, by the Board on March 20, 2017. The 2017 Plan became
effective upon receipt of stockholder approval on May 16, 2017 at
the Annual Meeting.
The information set forth above does not purport to be complete and
is qualified in its entirety by reference to the full text of the
2017 Plan, which is filed as Exhibit 10.1 to this report and is
incorporated herein by reference.
is qualified in its entirety by reference to the full text of the
2017 Plan, which is filed as Exhibit 10.1 to this report and is
incorporated herein by reference.
In addition, the Board, upon the recommendation of the Compensation
Committee, approved the form of LTIP unit award agreement for
individuals (the “Individual LTIP Agreement”) under the 2017 Plan
and the form of LTIP unit award agreement for directors (the
“Director LTIP Agreement”) under the 2017 Plan.
Committee, approved the form of LTIP unit award agreement for
individuals (the “Individual LTIP Agreement”) under the 2017 Plan
and the form of LTIP unit award agreement for directors (the
“Director LTIP Agreement”) under the 2017 Plan.
The Individual LTIP Agreement and the Director LTIP Agreement both
provide for time-based vesting for LTIP units. Upon vesting LTIP
units are convertible on a one-for-one basis into common shares.
LTIP unit holders are not entitled to vote their LTIP units, but
they are eligible to receive certain distributions and allocations
with respect to the LTIP units by the Company as set forth in the
Company’s operating agreement The foregoing descriptions of the
Individual LTIP Agreement and
provide for time-based vesting for LTIP units. Upon vesting LTIP
units are convertible on a one-for-one basis into common shares.
LTIP unit holders are not entitled to vote their LTIP units, but
they are eligible to receive certain distributions and allocations
with respect to the LTIP units by the Company as set forth in the
Company’s operating agreement The foregoing descriptions of the
Individual LTIP Agreement and
the Director LTIP Agreement do not purport to be complete and are
qualified in their entirety by reference to the full text of the
Individual LTIP Agreement and the Director LTIP Agreement, which
are attached as Exhibit 10.2 and Exhibit 10.3 to this report,
respectively, and are incorporated herein by reference.
qualified in their entirety by reference to the full text of the
Individual LTIP Agreement and the Director LTIP Agreement, which
are attached as Exhibit 10.2 and Exhibit 10.3 to this report,
respectively, and are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 16, 2017, Ellington Financial LLC (the Company) held its
Annual Meeting of Shareholders. Proxies for the meeting were
solicited to Regulation 14A of the Securities Exchange Act of 1934.
The final voting results for each of the matters submitted to a
vote of the shareholders at the annual meeting are set forth below.
Annual Meeting of Shareholders. Proxies for the meeting were
solicited to Regulation 14A of the Securities Exchange Act of 1934.
The final voting results for each of the matters submitted to a
vote of the shareholders at the annual meeting are set forth below.
Proposal 1: Election of Directors
Votes regarding the election of five directors, each of whom was
elected for a term expiring at the 2018 annual meeting or until
such time as his successor is elected and qualified, were as
follows:
elected for a term expiring at the 2018 annual meeting or until
such time as his successor is elected and qualified, were as
follows:
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For
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Withheld
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Broker Non-Votes
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Thomas F. Robards
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16,450,553
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251,124
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11,457,288
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Michael W. Vranos
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15,957,486
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744,191
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11,457,288
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Laurence Penn
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16,453,282
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248,395
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11,457,288
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Ronald I. Simon, Ph.D.
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16,421,041
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280,636
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11,457,288
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Edward Resendez
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16,443,282
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258,395
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11,457,288
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Proposal 2: Advisory (Non-Binding) Say on Pay Vote to Approve
Executive Compensation
Executive Compensation
Votes on a proposal to approve, on an advisory basis, the
compensation of the Company’s named executive officers were as
follows:
compensation of the Company’s named executive officers were as
follows:
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For
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Against
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Abstentions
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Broker Non-Votes
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15,413,416
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1,173,287
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114,974
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11,457,288
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Proposal 3: Advisory (Non-Binding) Vote on the Frequency of Future
Advisory “Say on Pay” Votes
Advisory “Say on Pay” Votes
Votes on a proposal to approve, on an advisory basis, the frequency
of a shareholder vote to approve the compensation of the Companys
named executive officers were as follows:
of a shareholder vote to approve the compensation of the Companys
named executive officers were as follows:
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Every 1 year
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Every 2 years
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Every 3 years
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Abstentions
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Broker Non-Votes
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16,327,151
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163,568
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144,254
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66,704
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11,457,288
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The Company has determined that future advisory “say on pay”
votes will be held every year.
votes will be held every year.
Proposal 4: Approval of the Company’s 2017 Equity Incentive Plan
Votes regarding the proposal to approve the Company’s 2017 Equity
Incentive Plan were as follows:
Incentive Plan were as follows:
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For
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Against
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Abstentions
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Broker Non-Votes
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16,117,251
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450,790
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133,636
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11,457,288
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Proposal 5: Ratification of the Appointment of the Company’s
Independent Registered Public Accountants
Independent Registered Public Accountants
Votes regarding the proposal to ratify the appointment of
PricewaterhouseCoopers LLP as the Company’s independent registered
public accounting firm for the year ending December 31, 2017 were
as follows:
PricewaterhouseCoopers LLP as the Company’s independent registered
public accounting firm for the year ending December 31, 2017 were
as follows:
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For
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Against
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Abstentions
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Broker Non-Votes
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27,813,798
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295,093
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50,074
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* No broker non-votes arose in connection with this proposal due to
the fact that the proposal was considered routine under New York
Stock Exchange Rules.
the fact that the proposal was considered routine under New York
Stock Exchange Rules.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith this
Current Report on Form 8-K.
Current Report on Form 8-K.
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Exhibit No.
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Description
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10.1
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Ellington Financial LLC 2017 Equity Incentive Plan
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10.2
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Form of Individual LTIP Unit Award Agreement under 2017
Equity Incentive Plan |
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10.3
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Form of Non-Employee Director LTIP Unit Award Agreement
under 2017 Equity Incentive Plan |
About ELLINGTON FINANCIAL LLC (NYSE:EFC)
Ellington Financial LLC is a specialty finance Company that acquires and manages mortgage-related and other financial assets. The Company is focused on assets, including residential mortgage-backed securities (RMBS) backed by prime jumbo, Alternative A-paper (Alt-A) manufactured housing and subprime residential mortgage loans, collectively referred to as non-Agency RMBS; RMBS, for which the principal and interest payments are guaranteed by the United States government agency or the United States government-sponsored entity (Agency RMBS); residential mortgage loans; mortgage servicing rights (MSRs); mortgage-related derivatives; commercial mortgage-backed securities (CMBS), commercial mortgage loans and other commercial real estate debt; collateralized loan obligations (CLOs); consumer loans and asset-backed securities (ABS) backed by consumer and commercial assets, and corporate debt and equity securities and derivatives. ELLINGTON FINANCIAL LLC (NYSE:EFC) Recent Trading Information
ELLINGTON FINANCIAL LLC (NYSE:EFC) closed its last trading session up +0.09 at 16.87 with 82,830 shares trading hands.