Chimera Investment Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07. Submission of Matters to a Vote of Security Holders
On June 10, 2025, the Company held its 2025 annual meeting of stockholders (the “Annual Meeting”) for the purpose of: (i) electing one Class II Director, Phillip J. Kardis II, to serve until the annual meeting of stockholders in 2027 and two Class III Directors, Brian P. Reilly and Cynthia B. Walsh, each to serve until the annual meeting of stockholders in 2028; (ii) recommending, by a non-binding advisory vote, the Company’s executive compensation; and (iii) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Further information regarding all of these proposals is set forth in the Company’s Proxy Statement.
The total number of shares of common stock entitled to vote at the Annual Meeting was 80,970,256, of which 61,394,535 shares, or approximately 75.82% were present in person or by proxy.
The final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are set forth below.
Proposal 1. The election of one Class II Director, Phillip J. Kardis II, to serve until the annual meeting of stockholders in 2027, and two Class III Directors, Brian P. Reilly and Cynthia B. Walsh, each to serve until the annual meeting of stockholders in 2028.
| Nominee | Votes For | Votes Against | Votes Abstain |
Broker Non-Votes |
| (II) Phillip J. Kardis II | 41,705,180 | 1,551,489 | 351,006 | 17,786,860 |
| (III) Brian P. Reilly | 41,311,677 | 2,048,974 | 247,024 | 17,786,860 |
| (III) Cynthia B. Walsh | 41,900,210 | 1,392,485 | 314,980 | 17,786,860 |
Based on the foregoing votes, (i) Phillip J. Kardis II was elected as a Class II Director to serve on the Board until the 2027 annual meeting of stockholders and until his successor is duly elected and qualifies, (ii) Brian P. Reilly and Cynthia B. Walsh were elected as Class III Directors each to serve on the Board until the 2028 annual meeting of stockholders and until their successors are duly elected and qualify.
Proposal 2. A vote on a non-binding advisory resolution on the Company’s executive compensation.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 40,891,475 | 2,291,588 | 424,612 | 17,786,860 |
Based on the foregoing votes, the non-binding advisory resolution on the Company’s executive compensation was approved.
Proposal 3. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for the current fiscal year.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 59,928,161 | 783,333 | 683,041 | (0) |
Based on the foregoing votes, the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025 was ratified.
Exhibit
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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 hereunto duly authorized.
| CHIMERA INVESTMENT CORPORATION (REGISTRANT) | ||
| Date: June 11, 2025 | ||
| By: | /s/ Subramaniam Viswanathan | |
| Name: | Subramaniam Viswanathan | |
| Title: | Chief Financial Officer | |