UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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):
August
18, 2014
CHIMERA
INVESTMENT CORPORATION
(Exact
name of registrant as specified in its charter)
|
Maryland |
1-33796 |
26-0630461 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
1211 Avenue of the Americas Suite 2902 New York, New York |
10036 |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (646) 454-3759
No Change
(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))
Item 5.08. Shareholder Director Nominations
On August 18, 2014, Chimera Investment Corporation (the “Company”) issued a press release announcing that the Company’s 2014 annual meeting of shareholders (the “Annual Meeting”) will be held on October 23, 2014 (the “Annual Meeting”). Shareholders of record at close of business on August 28, 2014 will be entitled to notice of and to vote at the Annual Meeting.
The Company did not hold a 2012 or 2013 annual meeting of shareholders. Accordingly, the deadline for receipt of shareholder director nominations has been set at August 28, 2014. In order for a shareholder director nomination to be considered timely, it must be received at the Company’s principal executive offices at 1211 Avenue of the Americas, Suite 2902, New York, NY 10036 (the “Executive Offices”) by August 28, 2014 and be directed to the attention of the Secretary.
Item 8.01. Other Events
In accordance with Rule 14a-5(f) and Rule 14a-8(e) under the Securities Exchange Act of 1934, as amended, the deadline for receipt of shareholder proposals for inclusion in the Company’s proxy statement for the Annual Meeting pursuant to Rule 14a-8 has been set at August 28, 2014. In order for a proposal under Rule 14a-8 to be considered timely, it must be received by the Company at the Executive Offices by August 28, 2014 and be directed to the attention of the Secretary.
Also, pursuant to the terms and conditions of the Company’s Bylaws, in order for a shareholder proposal made outside of Rule 14a-8 to be considered timely, the proposal must be received by the Company at the Executive Offices by August 28, 2014 and be directed to the attention of the Secretary.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release, dated August 18, 2014, issued by Chimera Investment Corporation.
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.
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Chimera Investment Corporation |
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|
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By: |
/s/ Rob Colligan |
|
| Name: |
Rob Colligan |
|||
| Title: |
Chief Financial Officer |
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Date: |
August 18, 2014 |
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Exhibit 99.1
Chimera Investment Corporation Sets Date for the Company’s 2014 Annual Meeting of Shareholders
NEW YORK--(BUSINESS WIRE)--August 18, 2014--Chimera Investment Corporation (NYSE:CIM) today announced that its Board of Directors has set the date for the Company's Annual Meeting of Shareholders (the “Annual Meeting”) as well as the record date for shareholders eligible to vote at the meeting.
The Annual Meeting will be held on Thursday, October 23, 2014. Shareholders of record as of the close of business on August 28, 2014 will be eligible to vote at the meeting.
The items of business are:
1. election of Class I, II, and III directors;
2. approve a non-binding advisory resolution on executive compensation; and
3. ratify Ernst & Young, LLP as independent auditors.
Additional information about the Annual Meeting will be contained in the definitive proxy statement (SEC Form DEF 14A) which will be filed with the U.S. Securities and Exchange Commission on or about September 10, 2014 and in the proxy materials that will be mailed to Chimera's shareholders on or about September 10, 2014.
Other Information
Chimera Investment Corporation invests in residential mortgage loans, residential mortgage-backed securities, real estate-related securities and various other asset classes. The Company’s principal business objective is to generate income from the spread between yields on its investments and its cost of borrowing and hedging activities. The Company is a Maryland corporation that has elected to be taxed as a real estate investment trust (“REIT”).
This news release and our public documents to which we refer contain or incorporate by reference certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements which are based on various assumptions (some of which are beyond our control) may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may,” “would,” “will” or similar expressions, or variations on those terms or the negative of those terms. Actual results could differ materially from those set forth in forward-looking statements due to a variety of factors, including, but not limited to, our business and investment strategy; our ability to maintain existing financing arrangements and our ability to obtain future financing arrangements; our ability to timely file our periodic reports with the Securities and Exchange Commission, or SEC; our expectations regarding materiality or significance; the effectiveness of our disclosure controls and procedures; material weaknesses in our internal controls over financial reporting; additional information that may arise from the preparation of our financial statements; inadequacy of or weakness in our internal controls over financial reporting of which we are not currently aware or which have not been detected; general volatility of the securities markets in which we invest; the impact of and changes to various government programs; our expected investments; changes in the value of our investments; interest rate mismatches between our investments and our borrowings used to finance such purchases; changes in interest rates and mortgage prepayment rates; effects of interest rate caps on our adjustable-rate investments; rates of default, delinquencies or decreased recovery rates on our investments; prepayments of the mortgage and other loans underlying our mortgage-backed securities, or RMBS, or other asset-backed securities, or ABS; the degree to which our hedging strategies may or may not protect us from interest rate volatility; impact of and changes in governmental regulations, tax law and rates, accounting guidance, and similar matters; availability of investment opportunities in real estate-related and other securities; availability of qualified personnel; estimates relating to our ability to make distributions to our stockholders in the future; our understanding of our competition; market trends in our industry, interest rates, the debt securities markets or the general economy; our ability to maintain our classification as a real estate investment trust, or REIT, for federal income tax purposes; and our ability to maintain our exemption from registration under the Investment Company Act of 1940, as amended. For a discussion of the risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in our Annual Report on Form 10-K, and any subsequent Quarterly Reports on Form 10-Q. We do not undertake, and specifically disclaim all obligations, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
CONTACT:
Chimera Investment Corporation
Investor Relations,
646-454-3759
www.chimerareit.com