UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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Item 5.07. Submission of Matters to a Vote of Security Holders
On June 5, 2024, the Company held its 2024 annual meeting of stockholders (the “Annual Meeting”) for the purpose of: (i) electing one Class I Director, Susan Mills, to serve until the annual meeting of stockholders in 2026 and two Class II Directors, Sandra Bell and Debra W. Still, each to serve until the annual meeting of stockholders in 2027; (ii) recommending, by a non-binding advisory vote, the Company’s executive compensation; and (iii) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Note that voting results are stated in amounts not yet reflecting the effect of the reverse stock split completed by the Company effective May 21, 2024, as the record date for the Annual Meeting was April 11, 2024.
Further information regarding all of these proposals is set forth in the Company’s Proxy Statement.
The total number of shares of common stock entitled to vote at the Annual Meeting was 241,520,709, of which 181,574,208 shares, or approximately 75%, were present in person or by proxy.
The final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are set forth below.
Proposal 1. The election of one Class I director, Susan Mills, to serve until the annual meeting of stockholders in 2026, and two Class II directors, Sandra Bell and Debra W. Still, each to serve until the annual meeting of stockholders in 2027.
| Nominee | Votes For | Votes Against | Votes Abstain | Broker Non-Votes |
| (I) Sandra Bell | 120,113,635 | 5,100,374 | 885,385 | 55,474,814 |
| (II) Susan Mills | 121,525,740 | 3,678,408 | 895,246 | 55,474,814 |
| (III) Debra W. Still | 118,549,749 | 6,626,140 | 923,505 | 55,474,814 |
Based on the foregoing votes, (i) Susan Mills was elected as a Class I director to serve on the Board until the 2026 annual meeting of stockholders and until her successor is duly elected and qualifies, (ii) Sandra Bell and Debra W. Still were elected as Class II directors each to serve on the Board until the 2027 annual meeting of stockholders and until their successors are duly elected and qualify.
Proposal 2. A vote on a non-binding advisory resolution on the Company’s executive compensation.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 115,166,607 | 9,280,417 | 1,652,370 | 55,474,814 |
Based on the foregoing votes, the non-binding advisory resolution on the Company’s executive compensation was approved.
Proposal 3. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for the current fiscal year.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 173,940,720 | 5,224,566 | 2,408,922 | - |
Based on the foregoing votes, the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024 was ratified.
Exhibit
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHIMERA INVESTMENT CORPORATION (REGISTRANT) | |||
| Date: June 6, 2024 | |||
| By: | /s/ Subramaniam Viswanathan | ||
| Name: | Subramaniam Viswanathan | ||
| Title: | Chief Financial Officer | ||