REDWOOD TRUST, INC. (NYSE:RWT) Files An 8-K Submission of Matters to a Vote of Security Holders

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REDWOOD TRUST, INC. (NYSE:RWT) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07.Submission of Matters to a Vote of Security Holders

Redwood Trust, Inc. (the Company) heldits 2017Annual Meeting of
Stockholders on May 18, 2017 (the Annual Meeting). There were
77,032,899 shares of Company common stock entitled to vote at the
Annual Meeting.There were four items voted upon at the Annual
Meeting, with the voting results for each item set forth below.

Item 1.During the Annual Meeting, stockholders voted to
elect Richard D. Baum, Mariann Byerwalter, Douglas B. Hansen,
Debora D. Horvath, Marty Hughes, Greg H. Kubicek, Karen R.
Pallotta, Jeffrey T. Pero, and Georganne C. Proctor as directors
to serve on the Board of Directors until the annual meeting of
stockholders in 2018 and until their successors are duly elected
and qualify.The stockholders votes with respect to the election
of directors were as follows:

Nominee For Against Abstain Broker Non-Votes
Richard D. Baum 60,358,893 1,946,449 67,828 10,135,220
Douglas B. Hansen 61,000,642 1,303,601 68,928 10,135,220
Mariann Byerwalter 60,906,723 1,397,541 68,907 10,135,220
Debora D. Horvath 62,125,485 177,207 70,478 10,135,220
Marty Hughes 60,991,286 1,314,040 67,844 10,135,220
Greg H. Kubicek 60,901,226 1,403,471 68,474 10,135,220
Karen R. Pallotta 61,444,093 855,930 73,147 10,135,220
Jeffrey T. Pero 61,391,577 912,778 68,816 10,135,220
Georganne C. Proctor 60,269,804 2,033,156 70,211 10,135,220

Item 2.During the Annual Meeting, stockholders voted to
ratify the appointment of Grant Thornton LLP as the Companys
independent registered public accounting firm for 2017. The
stockholders votes with respect to the ratification of Grant
Thornton LLP as the Companys independent registered public
accounting firm were as follows:

For Against Abstentions Broker Non-Votes
71,068,083 1,385,303 55,005

Item 3.During the Annual Meeting, stockholders voted on a
non-binding advisory resolution to approve named executive
officer compensation as disclosed in the annual proxy statement
for the Annual Meeting. The stockholders votes with respect to
approval of this advisory resolution were as follows:

For Against Abstentions Broker Non-Votes
47,147,773 15,071,794 153,604 10,135,220

Item 4.During the Annual Meeting, stockholders voted on a
non-binding advisory resolution to approve the frequency of
holding an advisory vote on named executive officer compensation
as disclosed in the annual proxy statement for the Annual
Meeting. The stockholders votes with respect to approval of this
advisory resolution were as follows:

One Year Two Years Three Years Abstentions Broker Non-Votes
61,969,857 100,043 166,285 136,986 10,135,220

Consistent with the stockholder voting results, in which One Year
received the highest number of votes cast, and the Board of
Directors recommendation regarding this matter, which was also
for a One Year frequency, the Company will include a stockholder
advisory vote on executive compensation in its annual meeting
proxy materials each year until the next advisory vote on the
frequency for the advisory vote on executive compensation. The
next advisory vote on the frequency for the advisory vote on
executive compensation will be held not later than the Companys
2023 annual meeting of stockholders.


About REDWOOD TRUST, INC. (NYSE:RWT)

Redwood Trust, Inc., together with its subsidiaries, focuses on investing in mortgage- and other real estate-related assets. The Company operates through three segments: residential mortgage banking, residential investments, and commercial mortgage banking and investments. Its residential mortgage banking segment consists of operating a mortgage loan conduit that acquires residential whole loans from third-party originators for subsequent sale, securitization or transfer to its investment portfolio. Its residential investments segment includes a portfolio of investments in residential mortgage-backed securities retained from its Sequoia securitizations, as well as residential mortgage-backed securities issued by third parties. Its commercial mortgage banking and investments segment consists of a mortgage loan conduit that originated senior commercial loans for subsequent sale to third-party commercial mortgage backed securities (CMBS) sponsors or other investors.

REDWOOD TRUST, INC. (NYSE:RWT) Recent Trading Information

REDWOOD TRUST, INC. (NYSE:RWT) closed its last trading session down -0.06 at 16.39 with 303,222 shares trading hands.

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