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): December 9, 2009
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
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(Commission
File Number)
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(I.R.S.
Employer
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of
incorporation)
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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))
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Item
5.02.
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Compensatory
Arrangements of Certain Officers.
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As
previously reported on a Current Report on Form 8-K (filed with the Securities
and Exchange Commission (the “SEC”) on November 16, 2009), on November 14, 2009,
the Board of Directors of Redwood Trust, Inc. (the “Company”) appointed Diane L.
Merdian to serve as Chief Financial Officer of the Company commencing on a date
to be determined during March 2010.
On
December 9, 2009, the Compensation Committee of the Board of Directors of the
Company approved the compensation terms for Ms. Merdian in her position as Chief
Financial Officer. Those terms provide for an annual base salary for
2010 of $400,000; a target annual cash incentive for 2010 of 75% of base salary,
pro rated for Ms. Merdian’s period of employment during 2010, and subject to the
attainment of company performance and personal performance metrics (with such
metrics being consistent with those of other executive officers of the Company
as described in the Company’s Proxy Statement for its 2009 Annual Meeting of
Stockholders, a copy of which was filed with the SEC on April 3, 2009); and an
award of deferred stock units (made pursuant to the Company’s Incentive Plan and
to be granted as of the commencement of Ms. Merdian’s employment) with an
equivalent market value of $500,000 (measured as of the commencement of Ms.
Merdian’s employment), which award will vest over a four-year
period. In addition, Ms. Merdian will receive a relocation and
transition expense allowance of $200,000. Ms. Merdian will be
eligible to receive a 2010 year-end equity award of deferred stock units, with
any such award to be at the discretion of the Compensation Committee of the
Redwood Trust Board of Directors.
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:
December 10, 2009 |
REDWOOD TRUST,
INC. |
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By:
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/s/ Andrew
P. Stone |
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Name:
Andrew P. Stone |
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Title:
General Counsel and Secretary |
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