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) June 22, 2021

 

Impac Mortgage Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

(State or Other Jurisdiction of Incorporation)

 

1-14100		33-0675505
(Commission File Number)		(IRS Employer Identification No.)

 

19500 Jamboree Road, Irvine, California		92612
(Address of Principal Executive Offices)		(Zip Code)

 

(949) 475-3600

(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 (see General Instruction A.2. below):

 

¨            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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 Symbols	Name of each exchange on which registered
Common Stock, $0.01 par value	IMH	NYSE American
Preferred Stock Purchase Rights	IMH	NYSE American

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

Impac Mortgage Holdings, Inc. (the "Company") held its annual meeting of stockholders on June 22, 2021. For more information about the proposals set forth below, please see the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 30, 2021. There were 15,850,515 shares of common stock present in person or by proxy at the meeting. The final voting results on each of the matters submitted to a vote of stockholders were as follows:

 

Proposal No. 1:  To elect a Board of Directors to serve for the ensuing year. There were four nominees for the Company’s Board of Directors. The affirmative vote of a plurality of all of the votes cast at the meeting was necessary for the election of a nominee for director. Broker non-votes did not count as votes cast and had no effect on the result of the vote. Each of the four nominees listed below has been elected to serve on the Board of Directors until the Company’s 2022 annual meeting of stockholders or until their respective successors are elected and qualify. The voting results were as follows:

 

Director Nominee		Votes For				Votes Withheld				Broker Non-Votes
Katherine J. Blair			11,609,206				324,073				3,917,236
Frank P. Filipps			11,735,228				198,051				3,917,236
Stewart B. Koenigsberg			11,616,201				317,078				3,917,236
George A. Mangiaracina			11,768,922				164,357				3,917,236

 

 

Proposal No. 2: To approve, on an advisory basis, the compensation of our named executive officers. Approval of the proposal required the affirmative vote of a majority of the votes cast at the meeting. Abstentions and broker non-votes were not counted as votes cast and had no effect on the result of the vote. The proposal was approved by a vote of stockholders as follows:

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	10,544,104				1,311,234				77,941				3,917,236

 

 

Proposal No. 3:   To ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. Approval of the proposal required the affirmative vote of a majority of all votes cast at the meeting.  Abstentions did not count as votes cast and had no effect on the result of the vote. The proposal was approved by a vote of stockholders as follows:

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	15,606,068				185,796				58,651				--

 

 

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.

 

	IMPAC MORTGAGE HOLDINGS, INC.
Date: June 23, 2021
	By:	/s/ Joseph Joffrion
	Name:	Joseph Joffrion
	Title:	General Counsel