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 17, 2024
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code: (203 ) 698-1200
Not Applicable
(Former Name or 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
6.250% Series B Fixed-Rate Reset Cumulative Redeemable Preferred Stock | ||||||||||||||
8.625% Series C Fixed-Rate Reset Cumulative Redeemable Preferred Stock | ||||||||||||||
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 5.03. Submission of Matters to a Vote of Security Holders
Following the vote of the stockholders of Ellington Financial Inc. (the "Company") to adopt an amendment to the Certificate of Incorporation (the "Charter") of the Company at the 2024 annual meeting of stockholders of the Company, which was held on Friday May 17, 2024 and is described below in Item 5.07 of this Current Report, the Company filed an amendment to the Charter with the Secretary of State of the State of Delaware on May 17, 2024 to effect an increase in the number of authorized shares of common stock, par value $0.001 per share (the "Common Stock"), from 200,000,000 shares to 300,000,000 shares, with a corresponding increase in the total number of authorized shares from 300,000,000 shares to 400,000,000 shares. The amendment to the Charter is being filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 17, 2024, the Company held its Annual Meeting of Stockholders. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. The final voting results for each of the matters submitted to a vote of the stockholders at the annual meeting are set forth below.
Proposal 1: Election of Directors
Votes regarding the election of five directors, each of whom was elected for a term expiring at the 2025 annual meeting or until such time as his or her successor is elected and qualified, were as follows:
| For | Withheld | Broker Non-Votes | ||||||||||||||||||
| Stephen J. Dannhauser | 35,596,469 | 6,426,170 | 23,108,999 | |||||||||||||||||
| Lisa Mumford | 39,880,134 | 2,142,505 | 23,108,999 | |||||||||||||||||
| Laurence E. Penn | 40,149,726 | 1,872,913 | 23,108,999 | |||||||||||||||||
| Edward Resendez | 39,665,104 | 2,357,535 | 23,108,999 | |||||||||||||||||
| Ronald I. Simon, Ph.D. | 38,571,909 | 3,450,730 | 23,108,999 | |||||||||||||||||
Proposal 2: Advisory (Non-Binding) “Say on Pay” Vote to Approve Executive Compensation
Votes on a proposal to approve, on an advisory basis, the compensation of the Company's named executive officers were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 36,317,488 | 4,979,356 | 725,795 | 23,108,999 | |||||||||||||||||
Proposal 3: Ratification of the Appointment of the Company's Independent Registered Public Accountants
Votes regarding the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024 were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 62,906,734 | 1,792,708 | 432,196 | * | |||||||||||||||||
* No broker non-votes arose in connection with this proposal due to the fact that the proposal was considered “routine” under New York Stock Exchange Rules.
Proposal 4: Approval of an Amendment to our Charter to Increase the Total Authorized Number of Common Shares for Issuance from 200,000,000 to 300,000,000 shares, with a Corresponding Increase in the Total Authorized Number of Shares from 300,000,000 to 400,000,000 shares
Votes on a proposal to approve an amendment to our Charter to increase the total number of Common Shares for Issuance were as follows:
* No broker non-votes arose in connection with this proposal due to the fact that the proposal was considered “routine” under New York Stock Exchange Rules.
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 56,087,204 | 8,150,455 | 893,979 | * | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K.
| Exhibit No. | Description | ||||
| 3.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ELLINGTON FINANCIAL INC. | ||||||||||||||||||||
| Date: | May 20, 2024 | By: | /s/ JR Herlihy | |||||||||||||||||
| JR Herlihy | ||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
ELLINGTON FINANCIAL INC.
Ellington Financial Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:
FIRST: The board of directors of the Corporation duly adopted resolutions proposing an amendment to the Certificate of Incorporation of the Corporation declaring such amendment to be advisable and submitting such amendment to the stockholders of the Corporation for consideration thereof.
SECOND: Thereafter, the annual meeting of the stockholders of the Corporation was duly called and held, at which meeting the necessary number of shares of the Corporation’s capital stock as required by statute and the Certificate of Incorporation of the Corporation were voted in favor of the amendment.
THIRD: This amendment has been duly adopted in accordance with the provisions of Section 242 of the DGCL.
FOURTH: Section 5.1 of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
“Section 5.1 Classes and Number of Shares. The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is 400,000,000 shares, consisting of 300,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), and 100,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”)”
Except as otherwise provided above, the Certificate of Incorporation is unchanged and remains in full force and effect.
[Signature page follows.]
IN WITNESS WHEREOF, the undersigned has executed this certificate as of this 17th day of May, 2024.
ELLINGTON FINANCIAL INC.
By:_/s/Laurence Penn
Name: Laurence Penn
Title: Chief Executive Officer and President