Current Report Filing (8-k)
May 19 2020 - 4:44PM
Edgar (US Regulatory)
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2020-05-14
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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): May 14, 2020
PennyMac Mortgage Investment Trust
(Exact name of registrant as specified in its charter)
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Maryland
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001-34416
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27-0186273
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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3043 Townsgate Road
Westlake Village, California
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91361
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (818) 224-7442
Not Applicable
(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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Shares of Beneficial Interest, $0.01 par value
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PMT
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New York Stock Exchange
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8.125% Series A Cumulative Redeemable
Preferred Shares of Beneficial Interest, $0.01 par value
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PMT/PA
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New York Stock Exchange
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8.00% Series B Cumulative Redeemable
Preferred Shares of Beneficial Interest, $0.01 par value
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PMT/PB
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New York Stock Exchange
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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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On May 14, 2020, Stanford L. Kurland resigned as the Executive Chairman of PennyMac Mortgage Investment Trust (the “Company”) and was appointed the Company’s non-executive Chairman by the Board of Trustees (“Board”).
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 14, 2020, the Company held its Annual Meeting of Shareholders (the “Meeting”) for the purpose of: (i) electing three (3) Class II trustee nominees to serve on the Company’s Board until its 2023 Annual Meeting of Shareholders; (ii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; and (iii) approving, by non-binding vote, the Company’s executive compensation. The total number of common shares of beneficial interest entitled to vote at the Meeting was 100,513,539, of which 87,615,692 shares, or 87.16%, were present in person or by proxy.
Proposal 1: The election of three (3) Class II trustee nominees to serve on the Board until the 2023 Annual Meeting of Shareholders.
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Trustee
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Preston DuFauchard
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67,553,281
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737,165
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223,676
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19,101,570
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Nancy McAllister
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67,587,584
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725,987
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200,551
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19,101,570
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Stacey D. Stewart
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48,315,465
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19,998,044
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200,613
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19,101,570
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All Class II trustee nominees were elected. The other continuing trustees of the Company are Stanford L. Kurland, David A. Spector, Scott W. Carnahan, Randall D. Hadley, Marianne Sullivan and Frank P. Willey.
Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2020.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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86,026,958
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1,236,374
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352,360
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0
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Proposal 3: Approval, by non-binding vote, of the Company’s executive compensation.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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66,577,786
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1,583,468
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352,868
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19,101,570
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Item 7.01 Regulation FD Disclosure.
On May 19, 2020, the Company posted a slide presentation on the “Presentations” section of the Company’s Investor Relations website at http://www.pennymacmortgageinvestmenttrust.com to provide an investor update. A copy of the slide presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference into any disclosure document relating to the Company, except to the extent, if any, expressly set forth by specific reference in such filing.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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PENNYMAC MORTGAGE INVESTMENT TRUST
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Dated: May 19, 2020
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/s/ Andrew S. Chang
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Andrew S. Chang
Senior Managing Director and Chief Financial Officer
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