8-K

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): May 17, 2011

Two Harbors Investment Corp.

(Exact name of registrant as specified in its charter)

Maryland	001-34506	27-0312904
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

601 Carlson Parkway, Suite 330

Minnetonka, MN 55305

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (612) 238-3300

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))

Item 5.07 Submission of Matters to a Vote of Security Holders

Two Harbors Investment Corp. held its 2011 Annual Meeting of Stockholders on May 17, 2011 for the purpose of electing seven directors and ratifying the appointment of Ernst &Young LLP as its independent registered public accountants. In addition, the company held advisory votes relating to the company’s executive compensation and the frequency of future stockholder advisory votes relating to the company’s executive compensation.

For more information on the proposals described below, refer to the company’s proxy statement dated April 13, 2011, which was filed with the Securities and Exchange Commission on April 18, 2011. As of the record date, there were a total of 69,251,757 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 61,587,590 shares of common stock, or approximately 89%, were represented in person or by proxy; therefore, a quorum was present.

Proposal 1 — Election of Directors

The seven nominees proposed by the company’s Board of Directors were elected to serve as a director until our Annual Meeting of Stockholders to be held in 2012 or until his successor is duly elected and qualified. The voting results for each nominee were as follows:

Nominee	For		Withheld		Broker Non-Votes
Mark D. Ein		37,093,814		2,269,817		22,223,959
William W. Johnson		39,071,890		291,741		22,223,959
Stephen G. Kasnet		37,253,395		2,110,236		22,223,959
Peter Niculescu		39,066,638		296,993		22,223,959
W. Reid Sanders		39,070,231		293,400		22,223,959
Thomas Siering		38,640,805		722,826		22,223,959
Brian C. Taylor		38,566,446		797,185		22,223,959

Proposal 2 — Ratification of Selection of Independent Registered Public Accounting Firm

Stockholders ratified the appointment of Ernst & Young LLP as the company’s independent registered public accountants for the year ending December 31, 2011. The proposal received the following final voting results: 60,971,455 for; 581,508 against; and 34,627 abstentions.

Proposal 3 — Advisory Vote Relating to Executive Compensation

Stockholders approved the advisory resolution on the company’s executive compensation. The proposal received the following final voting results: 39,140,477 for; 142,396 against; and 80,758 abstentions.

Proposal 4 — Advisory Vote on the Frequency of Future Advisory Votes Relating to Executive Compensation

Stockholders recommended, on an advisory basis, that future advisory votes relating to the company’s executive compensation be held each year. The proposal received the following final voting results: 23,353,026 for every one year; 206,063 for every two years; 15,676,061 for every three years; and 126,481 abstentions. In accordance with the results of the advisory vote, the company has determined that it will hold an advisory vote on its executive compensation every year until the next advisory vote on frequency, which will be no later than the company’s annual meeting of stockholders in 2017.

Item 7.01 Regulation FD Disclosure.

On May 23, 2011, we announced the results of our 2011 Annual Meeting of Stockholders held on May 17, 2011. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

The information in Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for any other purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report shall not be deemed to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Exchange Act regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
	99.1	Press Release, dated May 23, 2011, issued by Two Harbors Investment Corp. announcing the final voting results of its 2011 Annual Meeting of Stockholders.

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/ TIMOTHY W. O’BRIEN
	Timothy O’Brien
	Secretary and General Counsel

Date: May 23, 2011

EX-99.1

Exhibit 99.1

Two Harbors Investment Corp.
Announces Results of 2011 Annual Meeting of Stockholders

NEW YORK, May 23, 2011 — Two Harbors Investment Corp. (NYSE: TWO; NYSE Amex: TWO.WS) announced the results of its 2011 Annual Meeting of Stockholders held on Tuesday, May 17, 2011. Stockholders of record at the close of business on March 28, 2011, were entitled to notice of and to vote at the Annual Meeting.

At the meeting, the company’s stockholders:

• elected each of Mark Ein, William W. Johnson, Stephen G. Kasnet, Peter Niculescu, W. Reid Sanders, Thomas Siering and Brian C. Taylor to serve until our Annual Meeting of Stockholders to be held in 2012 or until his successor is duly elected and qualified;

• ratified the appointment of Ernst & Young LLP as the company’s independent registered public accountants for the year ending December 31, 2011;

• approved the advisory resolution relating to the company’s executive compensation; and

• recommended, on an advisory basis, that future advisory votes relating to the company’s executive compensation be held every year.

In accordance with the recommendation of stockholders, the company has determined that it will hold an advisory vote on its executive compensation every year until the next advisory vote on frequency, which will be no later than the company’s annual meeting of stockholders in 2017.

The final voting results for each proposal will be filed today with the Securities and Exchange Commission on a Current Report on Form 8-K and will be available for viewing on the Company’s website at www.twoharborsinvestment.com.

About Two Harbors Investment Corp.

Two Harbors Investment Corp., a Maryland corporation, is a real estate investment trust that invests in residential mortgage-backed securities. Two Harbors is headquartered in Minnetonka, Minnesota, and is externally managed and advised by PRCM Advisers, LLC, a wholly-owned subsidiary of Pine River Capital Management L.P. Additional information is available at www.twoharborsinvestment.com.

Additional Information

Stockholders and warrant holders of Two Harbors, and other interested persons, may find additional information regarding the company at the Securities and Exchange Commission’s Internet site at www.sec.gov or by directing requests to: Two Harbors Investment Corp., 601 Carlson Parkway, Suite 330, Minnetonka, MN 55305, telephone 612-238-3300.

Contacts

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Investors: Anh Huynh, Investor Relations, Two Harbors Investment Corp., 212-364-3221.

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