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    Redwood Trust Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    5/24/24 5:14:36 PM ET
    $RWT
    Real Estate Investment Trusts
    Real Estate
    Get the next $RWT alert in real time by email
    false 0000930236 0000930236 2024-05-21 2024-05-21 0000930236 us-gaap:CommonStockMember 2024-05-21 2024-05-21 0000930236 us-gaap:SeriesAPreferredStockMember 2024-05-21 2024-05-21 0000930236 rwt:Percent9125SeniorNotesDue2029Member 2024-05-21 2024-05-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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): May 21, 2024

     

     

     

    REDWOOD TRUST, INC.

    (Exact name of registrant as specified in its charter)

     

    Maryland

    (State or other jurisdiction
    of incorporation)

    001-13759

    (Commission
    File Number)

    68-0329422

    (I.R.S. Employer
    Identification No.)

     

    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):

     

    ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

     

    Emerging growth company ¨

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class Trading
     symbol(s)
    Name of each exchange on which
     registered
    Common stock, par value $0.01 per share RWT New York Stock Exchange
    10% Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock, par value $0.01 per share RWT PRA New York Stock Exchange
    9.125% Senior Notes Due 2029 RWTN New York Stock Exchange

     

     

     

     

     

    Item 5.02. (e) Compensatory Arrangements of Certain Employees

     

    Redwood Trust, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders on May 21, 2024 (the “Annual Meeting”). During the Annual Meeting, stockholders voted to approve an amendment (the “Amendment”) to the Company’s 2002 Employee Stock Purchase Plan, as amended (the “ESPP”) to comply with NYSE stockholder approval requirements and to satisfy the stockholder approval requirements of Section 423 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 ESPP as amended by the Amendment and the previously existing ESPP is to increase the number of shares of common stock available for purchase thereunder by 250,000 shares.

     

    The foregoing description of the ESPP as amended by the Amendment is qualified in its entirety by the text of the ESPP, as amended, which is filed as Exhibit 10.1 hereto and 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 May 21, 2024. There were 131,660,340 shares of Company common stock entitled to vote at the Annual Meeting.  There were four 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 Greg H. Kubicek, Christopher J. Abate, Doneene K. Damon, Armando Falcon, Douglas B. Hansen, Debora D. Horvath, Georganne C. Proctor, Dashiell I. Robinson, and Faith A. Schwartz as directors to serve on the Board of Directors until the annual meeting of stockholders in 2025 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
    Greg H. Kubicek   85,554,880   3,535,224   184,729   21,497,207
    Christopher J. Abate     87,138,005   1,922,298   214,530   21,497,207
    Doneene K. Damon   87,908,943   1,139,895   225,995   21,497,207
    Armando Falcon   87,060,852   2,027,324   186,657   21,497,207
    Douglas B. Hansen   87,149,728   1,931,769   193,336   21,497,207
    Debora D. Horvath   87,449,194   1,648,942   176,697   21,497,207
    Georganne C. Proctor   85,741,967   3,354,844   179,022   21,496,207
    Dashiell I. Robinson   86,327,508   2,770,624   176,701   21,497,207
    Faith A. Schwartz   88,183,683   915,663   175,487   21,497,207

     

    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 the year ending December 31, 2024. 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
    109,123,628   1,370,166   278,246   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
    80,329,581   7,621,693   1,323,559   21,497,207

     

     

     

     

    Item 4.  As noted in Item 5.02(e) above, during the Annual Meeting, stockholders voted to approve an Amendment to the Company’s ESPP to increase the number of shares available for purchase by 250,000 shares of common stock. The stockholders’ votes with respect to this Amendment of the ESPP were as follows:

     

    For   Against   Abstentions   Broker Non-Votes
    88,038,851   911,525   324,457   21,497,207

     

     

    Item 9.01. Financial Statements and Exhibits.

     

    (d) Exhibits

     

    Exhibit 10.1 2002 Redwood Trust, Inc. Employee Stock Purchase Plan, as amended

     

    104 Cover Page Interactive Data File (embedded with the inline XBRL document) 

     

     

     

     

    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:  May 24, 2024 REDWOOD TRUST, INC.
       
      By:   /s/ Andrew P. Stone
        Name:  Andrew P. Stone 
        Title:    Executive Vice President, Chief Legal Officer, and Secretary

     

     

     

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