UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. (e) Compensatory Arrangements of Certain Employees
Redwood Trust, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders on May 21, 2024 (the “Annual Meeting”). During the Annual Meeting, stockholders voted to approve an amendment (the “Amendment”) to the Company’s 2002 Employee Stock Purchase Plan, as amended (the “ESPP”) to comply with NYSE stockholder approval requirements and to satisfy the stockholder approval requirements of Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). With both stockholder approval of the Amendment and prior approval by the Company’s Board of Directors, the only difference between the ESPP as amended by the Amendment and the previously existing ESPP is to increase the number of shares of common stock available for purchase thereunder by 250,000 shares.
The foregoing description of the ESPP as amended by the Amendment is qualified in its entirety by the text of the ESPP, as amended, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
As noted above, the Company held its Annual Meeting on May 21, 2024. There were 131,660,340 shares of Company common stock entitled to vote at the Annual Meeting. There were four items voted upon at the Annual Meeting, with the voting results for each item set forth below.
Item 1. During the Annual Meeting, stockholders voted to elect Greg H. Kubicek, Christopher J. Abate, Doneene K. Damon, Armando Falcon, Douglas B. Hansen, Debora D. Horvath, Georganne C. Proctor, Dashiell I. Robinson, and Faith A. Schwartz as directors to serve on the Board of Directors until the annual meeting of stockholders in 2025 and until their successors are duly elected and qualify. The stockholders’ votes with respect to the election of directors were as follows:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| Greg H. Kubicek | 85,554,880 | 3,535,224 | 184,729 | 21,497,207 | ||||
| Christopher J. Abate | 87,138,005 | 1,922,298 | 214,530 | 21,497,207 | ||||
| Doneene K. Damon | 87,908,943 | 1,139,895 | 225,995 | 21,497,207 | ||||
| Armando Falcon | 87,060,852 | 2,027,324 | 186,657 | 21,497,207 | ||||
| Douglas B. Hansen | 87,149,728 | 1,931,769 | 193,336 | 21,497,207 | ||||
| Debora D. Horvath | 87,449,194 | 1,648,942 | 176,697 | 21,497,207 | ||||
| Georganne C. Proctor | 85,741,967 | 3,354,844 | 179,022 | 21,496,207 | ||||
| Dashiell I. Robinson | 86,327,508 | 2,770,624 | 176,701 | 21,497,207 | ||||
| Faith A. Schwartz | 88,183,683 | 915,663 | 175,487 | 21,497,207 |
Item 2. During the Annual Meeting, stockholders voted to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The stockholders’ votes with respect to the ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||
| 109,123,628 | 1,370,166 | 278,246 | 0 |
Item 3. During the Annual Meeting, stockholders voted on a non-binding advisory resolution to approve named executive officer compensation as disclosed in the annual proxy statement for the Annual Meeting. The stockholders’ votes with respect to approval of this advisory resolution were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||
| 80,329,581 | 7,621,693 | 1,323,559 | 21,497,207 |
Item 4. As noted in Item 5.02(e) above, during the Annual Meeting, stockholders voted to approve an Amendment to the Company’s ESPP to increase the number of shares available for purchase by 250,000 shares of common stock. The stockholders’ votes with respect to this Amendment of the ESPP were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||
| 88,038,851 | 911,525 | 324,457 | 21,497,207 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 10.1 | 2002 Redwood Trust, Inc. Employee Stock Purchase Plan, as amended |
| 104 | Cover Page Interactive Data File (embedded with the inline XBRL document) |
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 thereunto duly authorized.
| Date: May 24, 2024 | REDWOOD TRUST, INC. | |
| By: | /s/ Andrew P. Stone | |
| Name: Andrew P. Stone | ||
| Title: Executive Vice President, Chief Legal Officer, and Secretary | ||