Form 8-K - Current report

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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 12, 2024

 

 

PennyMac Mortgage Investment Trust

(Exact name of registrant as specified in its charter)

 

 

 

Maryland		001-34416		27-0186273
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

3043 Townsgate Road, Westlake Village, California				91361
(Address of principal executive offices)				(Zip Code)

[phone]

(Registrant’s telephone number, including area code)

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:

 

☐	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))

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 Shares of Beneficial Interest, $0.01 par value		PMT		New York Stock Exchange
8.125% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value		PMT/PA		New York Stock Exchange
8.00% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value		PMT/PB		New York Stock Exchange
6.75% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value		PMT/PC		New York Stock Exchange
8.50% Senior Note Due 2028		PMTU		New York Stock Exchange

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. ☐

 

 

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Trustee. On June 12, 2024, the Board of Trustees (the “Board”) of PennyMac Mortgage Investment Trust (the “Company”) elected SiSi Pouraghabagher as an independent Class III Trustee. Ms. Pouraghabagher will serve until the Company’s 2027 Annual Meeting of Shareholders and until her successor is duly elected and qualified or until her earlier death, resignation or removal. Ms. Pouraghabagher will also serve as a member on the Audit and Related Party Matters Committees.

In consideration for her services as a trustee, Ms. Pouraghabagher will be entitled to receive compensation on the same terms and in the same amounts as the other independent trustees. Accordingly, Ms. Pouraghabagher will receive an annual base retainer of $95,000 and annual committee retainers of $7,750 for serving on each of the Audit and the Related Party Matters Committees.

In connection with her election to the Board, Ms. Pouraghabagher will receive on June 12, 2024 a one-time equity grant of $110,000 in restricted share units under the Company’s 2019 Equity Incentive Plan with such amount to be prorated based on days of service on the Board during the annual equity award cycle. The restricted share units shall vest annually on the first anniversary of the grant date, subject to continued service through such vesting date, and are entitled to dividend equivalents throughout the vesting period. In addition, Ms. Pouraghabagher will enter into an indemnification agreement with the Company in the same form that the Company has entered into with its other trustees. There are no other arrangements or understandings pursuant to which Ms. Pouraghabagher was elected as a trustee, and there are no related party transactions between the Company and Ms. Pouraghabagher.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 12, 2024, the Company held its Annual Meeting of Shareholders (the “Meeting”) for the purpose of: (i) electing three (3) Class III trustee nominees to serve on the Company’s Board until its 2027 Annual Meeting of Shareholders; (ii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and (iii) approving, by non-binding vote, the Company’s executive compensation. The total number of common shares of beneficial interest entitled to vote at the Meeting was 86,845,447, of which 71,556,492 shares, or 82.4%, were present in person or by proxy.

Proposal 1: The election of three (3) Class III trustee nominees to serve on the Board until the 2027 Annual Meeting of Shareholders.

 

Trustee		Votes For				Votes Against				Abstentions				Broker Non-Votes
David A. Spector			53,573,231				1,870,040				160,154				15,953,067
Doug Jones			51,348,575				4,095,090				159,760				15,953,067
Catherine A. Lynch			39,021,424				16,420,389				161,612				15,953,067

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024.

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
70,581,328		713,425		261,739		—

Proposal 3: Approval, by non-binding vote, of the Company’s executive compensation.

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
53,854,515		1,382,624		366,286		15,953,067

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Item 8.01

Other Events.

On June 12, 2024, the Company also issued a press release announcing the election of Ms. Pouraghabagher as referenced in Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release, dated June 12, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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.

 

						PENNYMAC MORTGAGE INVESTMENT TRUST
Dated: June 13, 2024						/s/ Daniel S. Perotti
						Daniel S. Perotti
						Senior Managing Director and Chief Financial Officer

Exhibit 99.1

 

PennyMac Mortgage Investment Trust Announces

SiSi Pouraghabagher Joined Its Board of Trustees

Westlake Village, CA, June 12, 2024 – PennyMac Mortgage Investment Trust (NYSE: PMT) announced today that SiSi Pouraghabagher, an experienced financial services leader, has joined its Board of Trustees.

“It is with great enthusiasm that we welcome SiSi Pouraghabagher to our Board of Trustees,” said Chairman and Chief Executive Officer David Spector. “Her extensive leadership experience as a financial executive and board chair across diverse sectors, including banking, insurance, and consulting, coupled with her deep commitment to higher education, will undoubtedly enrich our Board with unique and invaluable insights. We are excited about her appointment to the Board and the many contributions she will make within our company.”

Ms. Pouraghabagher’s diverse career spans public global financial service corporations, private technology companies, public accounting firms, and higher education. She serves as independent director and Audit Committee Chair at Private Bancorp of America, Point B, and Frontier Medicines, and she formerly served as an independent director and Audit Committee Chair for State Auto Financial Corporation. She is an adjunct professor in the Accounting Department of Orfalea’s College of Business at California Polytechnic State University, San Luis Obispo. From 2011 through 2013, she was the Chief Administrative Officer for QBE North America and from 2002 through 2011, she held Chief Financial Officer and Chief Operations Officer roles at Balboa Insurance through their sale to QBE. Ms. Pouraghabagher commenced her career as an auditor at Deloitte, and earned her CPA license in 1997. She holds a B.A. in accounting and finance from California Polytechnic State University, San Luis Obispo.

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About PennyMac Mortgage Investment Trust

PennyMac Mortgage Investment Trust is a mortgage real estate investment trust (REIT) that invests primarily in residential mortgage loans and mortgage-related assets. PMT is externally managed by PNMAC Capital Management, LLC, a wholly-owned subsidiary of PennyMac Financial Services, Inc. (NYSE: PFSI). Additional information about PennyMac Mortgage Investment Trust is available at pmt.pennymac.com.

 

Media		Investors
Lauren Padilla		Kevin Chamberlain
[e-mail]		Isaac Garden
805.225.8224		[e-mail]
		818.224.7028

Document and Entity Information	Jun. 12, 2024
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001464423
Document Type	8-K
Document Period End Date	Jun. 12, 2024
Entity Registrant Name	PennyMac Mortgage Investment Trust
Entity Incorporation State Country Code	MD
Entity File Number	001-34416
Entity Tax Identification Number	27-0186273
Entity Address, Address Line One	3043 Townsgate Road
Entity Address, City or Town	Westlake Village
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91361
City Area Code	(818)
Local Phone Number	224-7442
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Shares of Beneficial Interest, $0.01 par value
Trading Symbol	PMT
Security Exchange Name	NYSE
Series A Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	8.125% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value
Trading Symbol	PMT/PA
Security Exchange Name	NYSE
Series B Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	8.00% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value
Trading Symbol	PMT/PB
Security Exchange Name	NYSE
Series C Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	6.75% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value
Trading Symbol	PMT/PC
Security Exchange Name	NYSE
Senior Notes [Member]
Document And Entity Information [Line Items]
Security 12b Title	8.50% Senior Note Due 2028
Trading Symbol	PMTU
Security Exchange Name	NYSE

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