Two Harbors Investment Corp. (NYSE:TWO) Files An 8-K Submission of Matters to a Vote of Security Holders

Broker Non-Votes

ME Staff 8-k

8 years ago

Two Harbors Investment Corp. (NYSE:TWO) 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.

Two Harbors Investment Corp. (the Company) held its Annual
Meeting of Stockholders on May 17, 2017 in Minneapolis, Minnesota
for the purpose of: (i) electing nine directors to serve on the
Companys board of directors until the 2018 Annual Meeting of
Stockholders; (ii) holding an advisory vote relating to executive
compensation; (iii) holding an advisory vote on the frequency of
future advisory votes relating to executive compensation; and
(iv) ratifying the appointment of Ernst Young LLP as the Companys
independent registered public accounting firm for the year ending
December 31, 2017.

Proposal 1 – Election of Directors

Each of the nine director nominees proposed by the Companys board
of directors was elected to serve as a director until the
Companys 2018 Annual Meeting of Stockholders, or until his or her
successor is duly elected and qualified. The voting results for
each director nominee were as follows:



Nominee	For	Against	Abstain	Broker Non-Votes
E. Spencer Abraham	176,980,196	35,708,786	444,300	84,412,845
James J. Bender	210,818,823	1,875,327	439,132	84,412,845
Stephen G. Kasnet	210,058,053	2,615,663	459,566	84,412,845
Lisa A Pollina	210,912,640	1,768,260	452,382	84,412,845
William Roth	205,294,072	7,407,190	432,020	84,412,845
W. Reid Sanders	210,871,186	1,794,753	467,343	84,412,845
Thomas E. Siering	210,985,357	1,696,029	451,896	84,412,845
Brian C. Taylor	206,440,127	6,242,016	451,139	84,412,845
Hope W. Woodhouse	210,914,724	1,758,535	460,023	84,412,845

Proposal 2 – Advisory Vote Relating to Executive Compensation

Stockholders approved the advisory resolution on the Companys
executive compensation. The proposal received the following final
voting results:

Proposal 3 – Advisory Vote on the Frequency of Future Advisory
Votes Relating to Executive Compensation

Stockholders voted to have the Company hold an advisory vote on
executive compensation every year. The proposal received the
following final voting results:



Every Year	Every Two Years	Every Three Years	Abstain	Broker Non-Votes
186,580,443	1,894,926	22,139,319	2,518,594	84,412,845

Based on the stockholder voting results above, and consistent
with its own recommendation, the Companys board of directors has
determined that the Company will continue to hold an advisory
vote relating to executive compensation on an annual basis until
the next required vote on the frequency of such advisory votes.

Proposal 4 – Ratification of Selection of Independent Registered
Public Accounting Firm

Stockholders ratified the appointment of Ernst Young LLP as the
Companys independent registered public accounting firm for the
year ending December 31, 2017. The proposal received the
following final voting results:



For	Against	Abstain
295,330,501	1,368,323	847,303

Item 7.01 Regulation FD.

An investor presentation providing a business overview of Two
Harbors Investment Corp. is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.

The information in this Current Report, including Exhibit 99.1
attached hereto, is furnished to Item 7.01 of Form 8-K and shall
not be deemed to be filed for any other purpose, including for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section.
The information in Item 7.01 of this Current Report, including
Exhibit 99.1, shall not be deemed incorporated by reference into
any filing of the registrant under the Securities Act of 1933 or
the Exchange Act, whether made before or after the date hereof,
regardless of any general incorporation language in such filings
(unless the registrant specifically states that the information
or exhibit in this Item 7.01 is incorporated by reference).



Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.			Description

99.1			First Quarter 2017 Investor Presentation

About Two Harbors Investment Corp. (NYSE:TWO)
Two Harbors Investment Corp. is a real estate investment trust. The Company is focused on investing in, financing and managing residential mortgage-backed securities (RMBS), residential mortgage loans, mortgage servicing rights (MSR), commercial real estate and other financial assets. The Company’s target asset classes include Agency RMBS collateralized by fixed rate mortgage loans, adjustable-rate mortgage (ARM) loans or hybrid mortgage loans, including mortgage pass-through certificates, collateralized mortgage obligations, the Federal Home Loan Mortgage Corporation gold certificates, the Federal National Mortgage Association certificates, the Government National Mortgage Association (Ginnie Mae) certificates, to-be-announced forward contracts, and interest-only and inverse interest-only securities; Non-Agency RMBS, including both senior and mezzanine RMBS, and floating and fixed rate commercial real estate loans. The Company is managed and advised by PRCM Advisers LLC. Two Harbors Investment Corp. (NYSE:TWO) Recent Trading Information
Two Harbors Investment Corp. (NYSE:TWO) closed its last trading session up +0.04 at 9.95 with 2,499,803 shares trading hands.