Form 8-K Cherry Hill Mortgage For: Jun 11
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): June 11, 2026
(Exact name of registrant as specified in its charter)
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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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(Address of principal executive offices, including zip code)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
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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| Item 5.07. |
Submission of Matters to Vote of Security Holders
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On June 11, 2026, Cherry Hill Mortgage Investment Corporation, a Maryland corporation (the “Company”), held its annual meeting of
stockholders (the “Annual Meeting”). At the Annual Meeting, the Company stockholders voted to (i) re-elect Jeffrey B. Lown II, Joseph Murin, Robert C. Mercer, Jr., Sharon Lee Cook, and Dale Hoffman to the board of directors of the Company (the
“Board of Directors), to hold office until the next annual meeting of the stockholders and until their successors are duly elected and qualified, (ii) approve, on a non-binding advisory basis, the compensation of the named executive officers of the
Company for the year ended December 31, 2025, as described in the proxy statement for the Annual Meeting, (iii) ratify the appointment of Ernst & Young LLP (“EY”) as the Company’s independent public auditors for the fiscal year ending December
31, 2026, and (iv) approve the proposed amendment to the Company’s charter to remove the Board of Director’s exclusive power to amend the Company’s bylaws and make new bylaws (the “Charter Amendment”). The voting results with respect to each of
these matters is set forth below:
1. Each of the nominees
for election to the Board of Directors was re-elected based on the votes for, votes withheld and broker non-votes set forth below after each respective name:
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Name
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Votes
For
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Votes
Withheld
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Broker Non-Vote
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Jeffrey B. Lown II
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9,184,252
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2,052,934
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11,592,342
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Joseph Murin
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9,189,112
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2,048,074
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11,592,342
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Robert C. Mercer Jr.
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9,184,495
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2,052,691
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11,592,342
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Sharon Lee Cook
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9,173,986
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2,063,200
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11,592,342
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Dale Hoffman
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9,209,225
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2,027,961
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11,592,342
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2. The proposal to
approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers for the year ended December 31, 2025, as described in the proxy statement for the Annual Meeting, was approved based on the following votes
for, votes against, abstentions, and broker non-votes:
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Votes
For
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Votes Against
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Abstentions
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Broker Non-Vote
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7,958,045
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2,415,169
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863,972
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11,592,342
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3. The proposal to
ratify the Company’s appointment of EY as the Company’s independent public auditors for the fiscal year ending December 31, 2026 was approved based on the following votes for, votes against, and abstentions:
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Votes
For
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Votes Against
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Abstentions
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20,191,515
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2,116,312
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521,701
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4. The proposal to
approve the Charter Amendment was not approved. The voting results of the proposal to approve the Charter Amendment were as follows:
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Votes
For
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Votes Against
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Abstentions
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Broker Non-Vote
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9,644,152
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1,384,973
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208,061
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11,592,342
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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.
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CHERRY HILL MORTGAGE INVESTMENT CORPORATION
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Date: June 12, 2026
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By:
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/s/ Susan Healey |
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Susan Healey
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General Counsel and Secretary
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ATTACHMENTS / EXHIBITS
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