Cherry Hill Mortgage Investment Corp

8-K · ef20076114_8k.htm iXBRL

0001571776 2026-06-11 2026-06-11 0001571776 us-gaap:CommonStockMember 2026-06-11 2026-06-11 0001571776 chmi:Eight250SeriesBFixedToFloatingRateCumulativeRedeemableMember 2026-06-11 2026-06-11 0001571776 chmi:Eight20SeriesACumulativeRedeemablePreferredStock001ParValueMember 2026-06-11 2026-06-11

 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): June 11, 2026

 CHERRY HILL MORTGAGE INVESTMENT CORPORATION

 (Exact name of registrant as specified in its charter)

 Maryland

 001-36099

 46-1315605

 (State or other jurisdiction of incorporation)

 Commission File Number

 (IRS Employer Identification No.)

 4000 Route 66 , Suite 310

 Tinton Falls , New Jersey 07753

 (Address of principal executive offices, including zip code)

 877 . 870.7005

 (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))

  

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
 chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 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.  ☐

  

 Securities registered pursuant to Section 12(b) of the Act:

  

 Title of each class

 Trading Symbol(s)

 Name of each exchange

  on which registered

 Common Stock, $0.01 par value

 CHMI

 NYSE

 8.20% Series A Cumulative Redeemable Preferred Stock, $0.01 par value

 CHMI-PRA

 NYSE

 8.250% Series B Fixed-to-Floating Rate Cumulative Redeemable

 CHMI-PRB

 NYSE

 Item 5.07.

 Submission of Matters to Vote of Security Holders

 On June 11, 2026, Cherry Hill Mortgage Investment Corporation, a Maryland corporation (the “Company”), held its annual meeting of
 stockholders (the “Annual Meeting”). At the Annual Meeting, the Company stockholders voted to (i) re-elect Jeffrey B. Lown II, Joseph Murin, Robert C. Mercer, Jr., Sharon Lee Cook, and Dale Hoffman to the board of directors of the Company (the
 “Board of Directors), to hold office until the next annual meeting of the stockholders and until their successors are duly elected and qualified, (ii) approve, on a non-binding advisory basis, the compensation of the named executive officers of the
 Company for the year ended December 31, 2025, as described in the proxy statement for the Annual Meeting, (iii) ratify the appointment of Ernst & Young LLP (“EY”) as the Company’s independent public auditors for the fiscal year ending December
 31, 2026, and (iv) approve the proposed amendment to the Company’s charter to remove the Board of Director’s exclusive power to amend the Company’s bylaws and make new bylaws (the “Charter Amendment”). The voting results with respect to each of
 these matters is set forth below:

 1.            Each of the nominees
 for election to the Board of Directors was re-elected based on the votes for, votes withheld and broker non-votes set forth below after each respective name:

  

  

 Name

 Votes

 For

 Votes

 Withheld

  

 Broker Non-Vote

  

 Jeffrey B. Lown II

 9,184,252

 2,052,934

 11,592,342

  

 Joseph Murin

 9,189,112

 2,048,074

 11,592,342

  

 Robert C. Mercer Jr.

 9,184,495

 2,052,691

 11,592,342

  

 Sharon Lee Cook

 9,173,986

 2,063,200

 11,592,342

  

 Dale Hoffman

 9,209,225

 2,027,961

 11,592,342

 2.            The proposal to
 approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers for the year ended December 31, 2025, as described in the proxy statement for the Annual Meeting, was approved based on the following votes
 for, votes against, abstentions, and broker non-votes:

  

 Votes

 For

 Votes Against

  

 Abstentions

  

 Broker Non-Vote

  

 7,958,045

 2,415,169

 863,972

 11,592,342

 3.            The proposal to
 ratify the Company’s appointment of EY as the Company’s independent public auditors for the fiscal year ending December 31, 2026 was approved based on the following votes for, votes against, and abstentions:

  

 Votes

 For

 Votes Against

  

 Abstentions

  

  

 20,191,515

 2,116,312

 521,701

  

 4.            The proposal to
 approve the Charter Amendment was not approved. The voting results of the proposal to approve the Charter Amendment were as follows:

  

 Votes

 For

 Votes Against

  

 Abstentions

  

 Broker Non-Vote

  

 9,644,152

 1,384,973

 208,061

 11,592,342

 SIGNATURES

  

 Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
 undersigned thereunto duly authorized.

  

  

 CHERRY HILL MORTGAGE INVESTMENT CORPORATION

  

  

 Date: June 12, 2026

 By:

 /s/ Susan Healey

  

 Susan Healey

  

 General Counsel and Secretary