Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by Cherry Hill Mortgage Investment Corporation (CHMI) on June 15, 2023. The filing details the outcomes of four key proposals submitted to security holders.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on corporate governance voting results.
Material Changes and Voting Results
The following matters were approved or ratified by stockholders:
- Director Elections: Stockholders re-elected Jeffrey B. Lown II, Joseph Murin, and Robert C. Mercer, and elected Sharon Lee Cook to the Board of Directors.
- Executive Compensation: Stockholders approved, on a non-binding advisory basis, the compensation of named executive officers for the year ended December 31, 2022.
- Independent Auditor: Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023.
- Equity Incentive Plan: Stockholders approved the Cherry Hill Mortgage Investment Corporation 2023 Equity Incentive Plan.
| Proposal | For Votes | Against/Withheld | Abstained |
|---|---|---|---|
| Director Elections (Aggregate) | 18,675,827 | 8,647,325 | N/A |
| Executive Compensation | 3,933,347 | 2,552,293 | 345,148 |
| Independent Auditor Ratification | 14,315,407 | 1,798,475 | 225,193 |
| 2023 Equity Incentive Plan | 4,020,418 | 2,497,649 | 312,721 |
Guidance, Outlook, and Risks
The filing text does not provide a clear value for future guidance, management outlook, specific risks, contingencies, or unusual items. The document is limited to the reporting of voting outcomes.
Key Facts for Investor Verification
- Verify the composition of the new Board of Directors, specifically the addition of Sharon Lee Cook.
- Review the proxy statement referenced in the filing for details on the approved executive compensation package.
- Confirm the terms of the newly approved 2023 Equity Incentive Plan to assess potential dilution.
- Note the significant number of broker non-votes (9,508,287) on director elections and the equity plan, indicating shares held in street name where brokers lacked discretionary voting power.