| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Election of Trustee. On June 12, 2024, the Board of Trustees (the “Board”) of PennyMac Mortgage Investment Trust (the “Company”) elected SiSi Pouraghabagher as an independent Class III Trustee. Ms. Pouraghabagher will serve until the Company’s 2027 Annual Meeting of Shareholders and until her successor is duly elected and qualified or until her earlier death, resignation or removal. Ms. Pouraghabagher will also serve as a member on the Audit and Related Party Matters Committees.
In consideration for her services as a trustee, Ms. Pouraghabagher will be entitled to receive compensation on the same terms and in the same amounts as the other independent trustees. Accordingly, Ms. Pouraghabagher will receive an annual base retainer of $95,000 and annual committee retainers of $7,750 for serving on each of the Audit and the Related Party Matters Committees.
In connection with her election to the Board, Ms. Pouraghabagher will receive on June 12, 2024 a one-time equity grant of $110,000 in restricted share units under the Company’s 2019 Equity Incentive Plan with such amount to be prorated based on days of service on the Board during the annual equity award cycle. The restricted share units shall vest annually on the first anniversary of the grant date, subject to continued service through such vesting date, and are entitled to dividend equivalents throughout the vesting period. In addition, Ms. Pouraghabagher will enter into an indemnification agreement with the Company in the same form that the Company has entered into with its other trustees. There are no other arrangements or understandings pursuant to which Ms. Pouraghabagher was elected as a trustee, and there are no related party transactions between the Company and Ms. Pouraghabagher.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On June 12, 2024, the Company held its Annual Meeting of Shareholders (the “Meeting”) for the purpose of: (i) electing three (3) Class III trustee nominees to serve on the Company’s Board until its 2027 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, 2024; 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 86,845,447, of which 71,556,492 shares, or 82.4%, were present in person or by proxy.
Proposal 1: The election of three (3) Class III trustee nominees to serve on the Board until the 2027 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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| David A. Spector |
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53,573,231 |
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1,870,040 |
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160,154 |
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15,953,067 |
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| Doug Jones |
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51,348,575 |
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4,095,090 |
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159,760 |
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15,953,067 |
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| Catherine A. Lynch |
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39,021,424 |
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16,420,389 |
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161,612 |
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15,953,067 |
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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, 2024.
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| Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
| 70,581,328 |
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713,425 |
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261,739 |
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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 |
| 53,854,515 |
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1,382,624 |
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366,286 |
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15,953,067 |
