SEC Form 8-K filed by PennyMac Mortgage Investment Trust
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(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:
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 24, 2025, PennyMac Mortgage Investment Trust (the “Company) held its Annual Meeting of Shareholders (the “Meeting”) for the purpose of: (i) electing three (3) Class I trustee nominees to serve on the Company’s Board of Trustees until its 2028 Annual Meeting of Shareholders; (ii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and (iii) approving, by non-binding vote, the Company’s executive compensation. The total number of common shares of beneficial interest entitled to vote at the Meeting was 87,010,608, of which 71,281,828 shares, or 81.9%, were present in person or by proxy.
Proposal 1: The election of three (3) Class I trustee nominees to serve on the Board of Trustees until the 2028 Annual Meeting of Shareholders.
| Trustee |
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| Scott W. Carnahan |
37,982,634 | 16,183,601 | 108,312 | 17,007,281 | ||||
| Donna M. Corley |
41,752,806 | 12,411,761 | 109,980 | 17,007,281 | ||||
| Renee R. Schultz |
41,617,958 | 12,548,014 | 108,575 | 17,007,281 |
Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 70,177,800 | 862,176 | 241,852 | — |
Proposal 3: Approval, by non-binding vote, of the Company’s executive compensation.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 50,094,065 | 3,847,363 | 333,119 | 17,007,281 |
SIGNATURE
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 hereunto duly authorized.
| PENNYMAC MORTGAGE INVESTMENT TRUST | ||||||
| Dated: June 25, 2025 | /s/ Daniel S. Perotti | |||||
| Daniel S. Perotti Senior Managing Director and Chief Financial Officer | ||||||