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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 15, 2024
Two Harbors Investment Corp.
(Exact name of registrant as specified in its charter)
Maryland001-3450627-0312904
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
1601 Utica Avenue South, Suite 900

St. Louis Park,MN
55416
(Address of Principal Executive Offices)
(Zip Code)
(612) 453-4100
Registrant's telephone number, including area code

(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 Exchange on Which Registered:
Common Stock, par value $0.01 per shareTWONew York Stock Exchange
8.125% Series A Cumulative Redeemable Preferred StockTWO PRANew York Stock Exchange
7.625% Series B Cumulative Redeemable Preferred StockTWO PRBNew York Stock Exchange
7.25% Series C Cumulative Redeemable Preferred StockTWO PRCNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 May 15, 2024, Two Harbors Investment Corp. (the “Company”) held its Annual Meeting of Stockholders for the purpose of: (i) electing nine directors to serve on the Company’s board of directors until the 2025 Annual Meeting of Stockholders; (ii) holding an advisory vote relating to executive compensation; and (iii) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

Proposal 1 — Election of Directors

Each of the nine director nominees proposed by the Company’s board of directors was elected to serve as a director until the Company’s 2025 Annual Meeting of Stockholders, or until his or her successor is duly elected and qualified. The voting results for each director nominee were as follows:
Nominee
For
Against
Abstain
Broker Non-Votes
E. Spencer Abraham
60,089,795
4,226,533
302,209
16,604,806
James J. Bender
53,423,131
10,896,780
298,626
16,604,806
Sanjiv Das
63,179,759
1,137,755
301,023
16,604,806
William Greenberg
62,938,466
1,377,938
302,133
16,604,806
Karen Hammond
62,637,280
1,702,553
278,704
16,604,806
Stephen G. Kasnet
62,370,006
1,951,694
296,837
16,604,806
W. Reid Sanders
62,501,956
1,816,932
299,649
16,604,806
James A. Stern
63,221,007
1,062,616
334,914
16,604,806
Hope W. Woodhouse
62,239,281
2,099,256
280,000
16,604,806

Proposal 2 — Advisory Vote Relating to Executive Compensation

Stockholders approved the advisory resolution on the Company’s executive compensation. The voting results were as follows:
For
Against
Abstain
Broker Non-Votes
61,380,398
2,810,802
427,337
16,604,806


Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm

Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The voting results were as follows:
For
Against
Abstain
79,868,731
942,034
412,578




 
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 hereunto duly authorized.
 TWO HARBORS INVESTMENT CORP.
   
   
 By:/s/ REBECCA B. SANDBERG
  Rebecca B. Sandberg
  Chief Legal Officer and Secretary
   
Date: May 15, 2024