UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1) 

 

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 25, 2016

 

PennyMac Mortgage Investment Trust

(Exact name of registrant as specified in its charter)

 

Maryland	001-34416	27-0186273
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

 

3043 Townsgate Road, Westlake Village, California				91361
(Address of principal executive offices)				(Zip Code)

(818) 224-7442

(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:

 



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

 



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

 



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

 



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

 

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) is an amendment to the Current Report on Form 8-K of PennyMac Mortgage Investment Trust originally filed with the Securities and Exchange Commission on May 27, 2016 (the “Original Filing”). This Form 8-K/A is being filed to clarify that the election of trustees as disclosed in Item 5.07 of the Original Filing was solely with respect to the Class I trustees. Accordingly, this Form 8-K/A amends and restates in its entirety Item 5.07 of the Original Filing.

 

 

 

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

 

On May 25, 2016, PennyMac Mortgage Investment Trust (the “Company”) held its Annual Meeting of Shareholders (the “Meeting”) in Westlake Village, California for the purpose of: (i) electing two (2) Class I trustees to serve on the Company’s board of trustees (the “Board”) until its 2019 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, 2016; 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 69,066,949, of which 60,012,927 shares, or 86.89%, were present in person or by proxy.

 

Proposal 1: The election of two (2) Class I trustees to serve on the Board until the 2019 Annual Meeting of Shareholders.

 

Trustee		Votes For				Votes Withheld				Broker Non-Votes
Scott W. Carnahan			35,916,975				602,749				23,493,203
Frank P. Willey			35,913,397				606,327				23,493,203

 

All Class I trustee nominees were elected. The other continuing trustees of the Company are Stanford L. Kurland, David A. Spector, Preston DuFauchard, Nancy McAllister, Stacey D. Stewart, Randall D. Hadley and Clay A. Halvorsen.

 

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, 2016.

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	59,487,396				266,632				258,899				0

 

Proposal 3: Approval, by non-binding vote, of the Company’s executive compensation.

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	23,058,660				12,421,939				1,039,125				23,493,203

 

Further information regarding these proposals is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 8, 2016.

 

 

 

 

 

 

 

 

 

 

 

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: May 27, 2016	By:	/s/ Jeffrey P. Grogin
		Jeffrey P. Grogin Chief Administrative and Legal Officer and Secretary