Redwood Trust Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

 

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 22, 2025

 

 

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
9.00% Senior Notes Due 2029	RWTO	New York Stock Exchange
9.125% Senior Notes Due 2030	RWTP	New York Stock Exchange

 

 

 

Item 5.07.  Submission of Matters to a Vote of Security Holders

 

Redwood Trust, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders on May 22, 2025 (the “Annual Meeting”). There were 132,982,863 shares of Company common stock entitled to vote at the Annual Meeting.  There were three 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 2026 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		86,575,637		3,551,243		169,642		23,929,760
Christopher J. Abate		88,430,611		1,733,005		132,906		23,929,760
Doneene K. Damon		88,630,370		1,376,436		289,716		23,929,760
Armando Falcon		88,581,948		1,553,268		161,305		23,929,760
Douglas B. Hansen		88,153,826		1,979,966		162,729		23,929,760
Debora D. Horvath		89,041,002		1,100,236		155,284		23,929,760
Georganne C. Proctor		87,347,631		2,787,649		161,242		23,929,760
Dashiell I. Robinson		87,267,572		2,861,703		167,247		23,929,760
Faith A. Schwartz		89,133,559		971,136		191,826		23,929,760

 

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, 2025. 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
111,774,363		2,308,504		143,415		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
81,167,725		8,912,343		216,454		23,929,760

 

 

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 23, 2025	REDWOOD TRUST, INC.
	By:	/s/ Andrew P. Stone
		Name:  Andrew P. Stone
		Title:  Executive Vice President, Chief Legal Officer, and Secretary