Business Context and Reporting Period
This Form 8-K filing by Cherry Hill Mortgage Investment Corp (CHMI) covers events occurring on June 12 and June 13, 2019. The report details significant changes in executive leadership and the results of the Company's annual meeting of security holders.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate governance and personnel changes rather than financial performance data.
Material Changes
Executive Leadership Changes
- Departure: Martin Levine retired as Chief Financial Officer, Treasurer, and Secretary effective June 12, 2019.
- Appointment: Michael Hutchby was appointed as Chief Financial Officer, Treasurer, and Secretary effective June 12, 2019. Mr. Hutchby previously served as the Company's Controller since October 2013.
Annual Meeting Results
- Director Elections: All five nominees (Jeffrey B. Lown II, Joseph Murin, Regina Lowrie, Robert C. Mercer Jr., and one additional nominee implied by the count) were elected. Significant broker non-votes (5,981,331) were recorded for all director elections.
- Executive Compensation: Security holders approved the 2018 executive compensation advisory vote (5,531,684 for vs. 3,553,741 against).
- Compensation Frequency: Security holders voted to hold future advisory votes on executive compensation annually (7,343,268 for vs. 1,966,937 for every 3 years).
- Auditor Ratification: Ernst & Young LLP was ratified as the independent public auditor for 2019 (15,154,611 for vs. 346,997 against).
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on financial outlook, or specific risk factors. The primary disclosure relates to the transition of the CFO role and the ratification of corporate governance matters.
Investor Verification Checklist
- Verify the background and experience of the new CFO, Michael Hutchby, particularly his tenure as Controller and prior roles at Freedom Mortgage Corporation.
- Review the proxy statement for the 2019 annual meeting to understand the context of the high number of broker non-votes in director elections.
- Confirm the terms of the services agreement between the Company and Cherry Hill Mortgage Management, LLC, which determines Mr. Hutchby's cash compensation.
- Monitor future filings for the first financial reports prepared under the new CFO's leadership.