UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 20, 2023

CHERRY HILL MORTGAGE INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)

Maryland
001-36099
46-1315605
(State or other jurisdiction of incorporation)
Commission File Number
(IRS Employer Identification No.)
1451 Route 34, Suite 303
Farmingdale, NJ 07727
(Address of principal executive offices, including zip code)
 
877.870.7005
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange
 on which registered
Common Stock, $0.01 par value
CHMI
NYSE
8.20% Series A Cumulative Redeemable Preferred Stock, $0.01 par value
CHMI-PRA
NYSE
8.250% Series B Fixed-to-Floating Rate Cumulative Redeemable
CHMI-PRB
NYSE

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
On April 20, 2023, the Board of Directors (the “Board”) of Cherry Hill Mortgage Investment Corporation (the “Company”) adopted and approved, effective immediately, amended and restated bylaws (the “Second Amended and Restated Bylaws”).  Among other things, the Second Amended and Restated Bylaws gives the Company’s stockholders power to amend, repeal and adopt new bylaws, without the approval of the Board. In accordance with the Second Amended and Restated Bylaws, a stockholder approved amendment to the bylaws must be approved by the affirmative vote of a majority of the votes entitled to be cast on the matter by stockholders entitled to vote generally in the election of directors.
 
In addition, the Second Amended and Restated Bylaws contains updates to certain procedural requirements for the submission of stockholder nominees as a result of the effectiveness of Rule 14a-19 under the Exchange Act, including:
 

 •
requiring that any stockholder submitting a nomination make a representation that such stockholder intends, or is part of a group which intends, to solicit holders of shares representing at least 67% of the voting power of the Company’s capital stock in support of the proposed nominee;
 

 •
updating certain of the certifications to be made by a stockholder submitting a nomination;
 

 •
requiring that any stockholder submitting a nomination provide the Company with reasonable documentary evidence five business days prior to the meeting to demonstrate that such stockholder has met the requirements of Rule 14a-19(a)(3) under the Exchange Act; and
 

 •
limiting the number of nominees a stockholder may nominate for election at a meeting of stockholders to the number of directors to be elected at such meeting.
 
In addition, the Second Amended and Restated Bylaws also includes certain other administrative, ministerial and conforming changes.
 
The foregoing description of the Second Amended and Restated Bylaws is only a summary of the changes to the Company’s bylaws and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
 
Item 9.01
Financial Statements and Exhibits
 
(d)          Exhibits
 
Exhibit
Number
  
Description
 
Second Amended and Restated Bylaws
104
  
Cover Page Interactive Date File (embedded within the Inline XBRL document)

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
CHERRY HILL MORTGAGE INVESTMENT CORPORATION
 
April 26, 2023
By:
/s/ Michael Hutchby
  
   
Michael Hutchby
   
Executive Vice President, Chief Financial Officer and Treasurer

 
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