PennyMac Mortgage Investment Trust (NYSE:PMT) 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.

(d)Election of Trustee.On September 26, 2017, the Board of Trustees (the “Board”) of PennyMac Mortgage Investment Trust (the “Company”) approved an increase in the size of the Board from eight to nine trustees and, in connection with such increase, elected Marianne Sullivan as a Class I trustee to fill the vacancy, effective as of September 26, 2017.Ms. Sullivan has not been appointed to serve on any committees of the Board at this time and will serve until the Company’s next annual meeting of shareholders and until her successor is duly elected and qualified or until her earlier death, resignation or removal.

Ms. Sullivan, age 52, founded and has served as Chief Strategy Consultant for OptimX Advisors, Inc., a consulting firm to the mortgage industry, since January 2017, and, prior thereto, served as Senior Vice President, Single-Family Strategic Initiatives and Business Capabilities at the Federal National Mortgage Association (“Fannie Mae”) from 2010 to February 2017.Before serving in that role, Ms. Sullivan served at Fannie Mae as Senior Vice President, Single-Family Chief Risk Officer from 2007 to 2010 and in a variety of other executive positions from 1992 to 2007. She received a B.S. degree in Business Administration from Georgetown University.

In consideration for her services as a trustee, Ms. Sullivan will be entitled to receive compensation on the same terms and in the same amounts as the other independent trustees.Accordingly, Ms. Sullivan will receive an annual base retainer of $75,000, as well as additional annual committee retainers for any Board committees on which she later serves as a member.In connection with her election to the Board, Ms. Sullivan will receive a one-time equity grant of $87,000 in restricted share units under the Company’s 2009 Equity Incentive Plan (the “Plan”) with such amount to be prorated based on days of service on the Board during the annual equity award cycle. The restricted share units shall vest in three equal installments on the first, second and third anniversaries of the grant date, subject to continued service through such vesting date, and is entitled to dividend equivalents throughout the vesting period. A description of the material terms of the Plan and the compensatory arrangement with the Company’s independent trustees is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 14, 2017.

In connection with her election, the Company will enter into an indemnification agreement with Ms. Sullivan in the same form that the Company has entered into with its other trustees.There are no other arrangements or understandings to which Ms. Sullivan was elected as a trustee, and there are no related party transactions between the Company and Ms. Sullivan.

Item 8.01.Other Events.

On September 26, 2017, the Company also issued a press release announcing the election of Ms. Sullivan as referenced in Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

EXHIBIT INDEX

PennyMac Mortgage Investment Trust Exhibit
EX-99.1 2 pmt-ex991_6.htm EX-99.1 – M. SULLIVAN JOINS PMT BOARD pmt-ex991_6.htm   Exhibit 99.1       FOR IMMEDIATE RELEASE       Media Investors   Stephen Hagey Christopher Oltmann   (805) 530-5817 (818) 224-7028     PennyMac Mortgage Investment Trust Announces Marianne Sullivan Is Joining Its Board of Trustees WESTLAKE VILLAGE,…
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About PennyMac Mortgage Investment Trust (NYSE:PMT)

PennyMac Mortgage Investment Trust is a specialty finance company that invests primarily in residential mortgage loans and mortgage-related assets. The Company conducts all of its operations, and makes all of its investments, through PennyMac Operating Partnership, L.P. and its subsidiaries. It operates through two segments: correspondent production and investment activities. The correspondent production segment represents its operations aimed at serving as an intermediary between mortgage lenders and the capital markets by purchasing, pooling and reselling newly originated prime credit quality mortgage loans either directly or in the form of mortgage-backed securities (MBS), using the services of PNMAC Capital Management and PennyMac Loan Services, LLC. The investment activities segment represents its investments in mortgage-related assets, which include distressed mortgage loans, real estate acquired in settlement of loans, MBS, mortgage servicing rights and excess servicing spread.