8-K: Cherry Hill Mortgage Investment Corporation Stockholders Elect Directors, Approve Executive Compensation, and Ratify Auditors at Annual Meeting

Cherry Hill Mortgage Investment Corporation announced the successful election of all five director nominees, the advisory approval of executive compensation, and the ratification of Ernst & Young LLP as independent auditors at its annual stockholders' meeting on June 12, 2025.

Summary

• On June 12, 2025, Cherry Hill Mortgage Investment Corporation held its annual meeting of stockholders.
• All five nominated directors were elected to the board: Jeffrey B. Lown II (7,026,882 votes for), Joseph Murin (6,109,234 votes for), Sharon Lee Cook (7,017,782 votes for), Robert C. Mercer Jr. (6,105,235 votes for), and Dale Hoffman (7,037,045 votes for). Each nominee also had 11,218,417 broker non-votes.
• Stockholders approved, on a non-binding advisory basis, the compensation of the named executive officers for the year ended December 31, 2024, with 5,470,169 votes for, 3,460,516 votes against, 350,608 abstentions, and 11,218,417 broker non-votes.
• Stockholders also chose, on a non-binding advisory basis, to hold future non-binding advisory votes on executive compensation annually, with 6,745,607 votes for annual frequency, 403,125 for every 3 years, 188,827 for every 2 years, and 1,943,734 abstentions.
• The appointment of Ernst & Young LLP as the company's independent public auditors for 2025 was ratified with 17,470,632 votes for, 2,774,838 votes against, and 254,240 abstentions.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as all company-proposed items passed, indicating successful execution of the annual meeting and general shareholder support for the current governance structure and management. While there were some 'votes withheld' and 'votes against' for certain proposals, they did not prevent the successful passage of any items.

Positives

• All five director nominees were successfully elected to the Board, indicating shareholder confidence in the proposed leadership.
• The non-binding advisory vote on executive compensation for 2024 passed, suggesting general shareholder acceptance of the compensation structure.
• Stockholders overwhelmingly voted to continue holding advisory votes on executive compensation annually, aligning with best corporate governance practices and transparency.
• The appointment of Ernst & Young LLP as independent public auditors for 2025 was ratified with strong shareholder support, ensuring continuity in financial oversight.

Negatives

• A significant number of votes were withheld for director nominees (e.g., Joseph Murin and Robert C. Mercer Jr. each had 3,172,059 and 3,176,058 votes withheld, respectively), indicating some level of shareholder dissent or lack of full endorsement.
• A notable portion of stockholders (3,460,516 votes) voted against the non-binding advisory proposal for executive compensation, suggesting some dissatisfaction with current executive pay practices.

Future Outlook

The Board considered the results of the advisory vote on the frequency of future executive compensation votes and decided that, consistent with its recommendation, the Company will continue to solicit an advisory vote on executive compensation annually until the next required advisory vote on frequency.

Management Comments

• The Board considered the results of the advisory vote on the frequency of future advisory votes on executive compensation and decided that, consistent with the Board's recommendation in the proxy statement for the 2025 annual meeting of stockholders, the Company will continue to solicit an advisory vote on executive compensation annually until the next required advisory vote on the frequency of future advisory votes on executive compensation.

Industry Context

This 8-K filing details the routine outcomes of an annual stockholders' meeting, which is a standard corporate governance event for publicly traded companies, including mortgage REITs like Cherry Hill Mortgage Investment Corporation. The election of directors, advisory votes on executive compensation (often referred to as 'Say-on-Pay'), and auditor ratification are common agenda items reflecting shareholder oversight and corporate accountability within the financial services sector.

Comparison to Industry Standards

• The holding of an annual meeting, election of directors, and advisory votes on executive compensation and auditor ratification are standard corporate governance practices widely adopted across publicly traded companies, including other mortgage REITs such as Annaly Capital Management (NLY) or AGNC Investment Corp. (AGNC).
• The decision to hold annual advisory votes on executive compensation aligns with a common preference among institutional investors and proxy advisory firms for more frequent shareholder input on executive pay, a trend observed across various industries.
• The ratification of a 'Big Four' accounting firm like Ernst & Young LLP as independent auditors is a common practice among large public companies, ensuring adherence to high standards of financial reporting and auditing.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The election of directors and approval of executive compensation reflect the exercise of shareholder voting rights and influence on corporate governance. The commitment to annual 'Say-on-Pay' votes provides ongoing engagement opportunities.
• Management: The approval of executive compensation and the election of the proposed board members indicate a level of confidence from the shareholder base in the current leadership and their compensation practices.
• Employees: While not directly impacted by these specific votes, stable governance and clear executive compensation policies can contribute to overall company stability and employee morale.

Next Steps

• The Company will continue to solicit an advisory vote on executive compensation annually until the next required advisory vote on the frequency of future advisory votes on executive compensation.

Key Dates

Keywords

Cherry Hill Mortgage Investment Corporation, CHMI, SEC Filing, 8-K, Annual Meeting, Stockholders, Board of Directors, Director Election, Executive Compensation, Say-on-Pay, Auditor Ratification, Corporate Governance, Mortgage REIT, Preferred Stock