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): August 21,
2008
REDWOOD
TRUST, INC.
(
Exact
name of registrant as specified in its charter)
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Maryland
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001-13759
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68-0329422
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(State
or other
jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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One
Belvedere Place
Suite 300
Mill
Valley, California 94941
(Address
of principal executive offices and Zip Code)
(415) 389-7373
(Registrant’s
telephone number, including area code)
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 (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02.
Election of Director; Appointment of Principal Officer.
On
August
21, 2008, the Board of Directors of Redwood Trust, Inc. (the “Company”)
increased the number of directors constituting the Board of Directors from
nine
to ten and elected Diane L. Merdian as a Class III director, with a term
expiring in 2009, to fill the vacancy on the Board created by the increase
in
the number of directors. Ms. Merdian has been appointed to the Audit
Committee of the Board of Directors.
Ms. Merdian
is currently retired from a 24-year career as an equity research analyst focused
on the banking sector. From 2003 to April 2008, Ms. Merdian was managing
director, bank strategist, and senior bank research analyst of Keefe, Bruyette
& Woods, an investment banking firm focused on financial services companies.
In addition, she headed Keefe, Bruyette & Woods’ large-cap group.
Previously, Ms. Merdian was managing director and head of bank equity
research for Morgan Stanley from 2001 through 2002 and managing director and
head of banking equity research at Montgomery Securities from 1995 to 2000.
Ms.
Merdian held similar positions at Smith Barney and Salomon Brothers where she
started in 1984. Prior to becoming an equity analyst, Ms. Merdian was an
economic research associate on the monetary policy team for the Federal Reserve
Bank of Kansas City from 1981 to 1983. Ms. Merdian holds a B.A. in Economics,
with highest distinction, from the University of Kansas. Ms. Merdian also
attended the Graduate School of Business at the University of Chicago and New
York University.
Ms. Merdian
will receive compensation for her service as a director as described in the
summary of compensation arrangements for non-employee directors set forth in
the
Company’s Proxy Statement for its 2008 Annual Meeting of Stockholders, a copy of
which has been filed with the Securities and Exchange Commission (the “SEC”).
In
connection with the election of Ms. Merdian as a director, the Company and
Ms.
Merdian entered into the Company’s standard form of indemnification agreement
for directors of the Company, which generally requires the Company to indemnify
and to advance expenses to Ms. Merdian to the maximum extent permitted by
Maryland law. A copy of the form of indemnification agreement for directors
has
been previously filed by the Company with the SEC.
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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REDWOOD
TRUST, INC.
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By:
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/s/
Martin S. Hughes
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Martin
S. Hughes
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Chief
Financial Officer and
Secretary
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