UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. (e) Compensatory Arrangements of Certain Officers
Redwood Trust, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders on June 11, 2020 (the “Annual Meeting”). During the Annual Meeting, stockholders voted to approve an amendment (the “Amendment”) to the Company’s Amended and Restated 2014 Incentive Award Plan (the “Incentive Plan”) to comply with NYSE stockholder approval requirements and to satisfy the stockholder approval requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). With both stockholder approval of the Amendment and prior approval by the Company’s Board of Directors, the only difference between the Incentive Plan as amended by the Amendment and the previously existing Incentive Plan is to increase the number of shares of common stock available for issuance by 5,000,000 shares.
The foregoing description of the Incentive Plan as amended by the Amendment is qualified in its entirety by the text of the Incentive Plan, as amended, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws
(a) As noted above, the Company held its Annual Meeting on June 11, 2020. At the Annual Meeting, stockholders approved an amendment to the Company’s Charter to increase the number of shares of capital stock authorized for issuance from 270,000,000 to 395,000,000. The amendment was approved by the Company’s Board of Directors on April 9, 2020. A description of the amendment was included in the Company’s 2020 annual proxy statement, which was filed with the SEC on April 27, 2020.
The Articles of Amendment to the Charter became effective upon filing with the State of Maryland Department of Assessments and Taxation, which occurred on June 15, 2020.
The foregoing description of the amendments to the Company’s Charter is qualified in its entirety by reference to the full text of the Articles of Amendment, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
As noted above, the Company held its Annual Meeting on June 11, 2020. There were 114,816,284 shares of Company common stock entitled to vote at the Annual Meeting. There were five items voted upon at the Annual Meeting, with the voting results for each item set forth below.
Item 1. During the Annual Meeting, stockholders voted to elect Richard D. Baum, Christopher J. Abate, Douglas B. Hansen, Debora D. Horvath, Greg H. Kubicek, Fred J. Matera, Jeffrey T. Pero, and Georganne C. Proctor as directors to serve on the Board of Directors until the annual meeting of stockholders in 2021 and until their successors are duly elected and qualify. The stockholders’ votes with respect to the election of directors were as follows:
Nominee | For | Against | Abstain | Broker Non-Votes | ||||
Richard D. Baum | 93,830,343 | 3,815,689 | 986,053 | 9,834,960 | ||||
Christopher J. Abate | 96,631,402 | 1,029,620 | 971,063 | 9,834,960 | ||||
Douglas B. Hansen | 95,092,363 | 2,567,833 | 971,889 | 9,834,960 | ||||
Debora D. Horvath | 95,618,364 | 2,049,352 | 964,369 | 9,834,960 | ||||
Greg H. Kubicek | 94,162,938 | 3,495,911 | 973,236 | 9,834,960 | ||||
Fred J. Matera | 96,088,237 | 1,570,567 | 973,281 | 9,834,960 | ||||
Jeffrey T. Pero | 93,848,137 | 3,810,397 | 973,551 | 9,834,960 | ||||
Georganne C. Proctor | 93,243,591 | 4,420,653 | 967,841 | 9,834,960 |
Item 2. During the Annual Meeting, stockholders voted to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2020. The stockholders’ votes with respect to the ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm were as follows:
For | Against | Abstentions | Broker Non-Votes | |||
105,029,115 | 2,218,989 | 1,218,942 | 0 |
Item 3. During the Annual Meeting, stockholders voted on a non-binding advisory resolution to approve named executive officer compensation as disclosed in the annual proxy statement for the Annual Meeting. The stockholders’ votes with respect to approval of this advisory resolution were as follows:
For | Against | Abstentions | Broker Non-Votes | |||
88,109,995 | 9,296,526 | 1,225,564 | 9,834,960 |
Item 4. As noted in Item 5.03 above, during the Annual Meeting, stockholders voted to approve an amendment to the Company’s Charter to increase the number of shares of capital stock authorized for issuance from 270,000,000 to 395,000,000. The stockholders’ votes with respect to this amendment of the Company’s Charter were as follows:
For | Against | Abstentions | Broker Non-Votes | |||
104,782,727 | 2,363,827 | 1,320,492 | 0 |
Item 5. As noted in Item 5.02 (e) above, during the Annual Meeting, stockholders voted to approve an Amendment to the Company’s Incentive Plan to increase the number of shares of common stock authorized for issuance by 5,000,000 shares. The stockholders’ votes with respect to this Amendment of the Incentive Plan were as follows:
For | Against | Abstentions | Broker Non-Votes | |||
88,997,495 | 8,619,572 | 1,015,019 | 9,834,960 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 3.1 | Articles of Amendment, effective June 15, 2020 |
Exhibit 10.1 | Amendment to Redwood Trust, Inc. Amended and Restated 2014 Incentive Award Plan |
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.
Date: June 15, 2020 | REDWOOD TRUST, INC. | ||
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By: | /s/ Andrew P. Stone | ||
Name: | Andrew P. Stone | ||
Title: | Executive Vice President, General Counsel, and Secretary |