Cherry Hill Mortgage Investment Corp. Files 8-K
Ticker: CHMI-PA · Form: 8-K · Filed: Nov 20, 2024 · CIK: 1571776
| Field | Detail |
|---|---|
| Company | Cherry Hill Mortgage Investment Corp (CHMI-PA) |
| Form Type | 8-K |
| Filed Date | Nov 20, 2024 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.01, $1,235,000, M, $600,000, $550,000, $275,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, material-agreement, leadership-change
Related Tickers: CHMI
TL;DR
CHMI terminated a deal and changed up its board/execs. Big shakeup.
AI Summary
Cherry Hill Mortgage Investment Corp. announced on November 14, 2024, the termination of a material definitive agreement. The company also reported the departure of directors or certain officers, the election of new directors, and the appointment of certain officers, along with compensatory arrangements for these officers. The filing also includes financial statements and exhibits.
Why It Matters
This 8-K filing indicates significant corporate governance changes and the termination of a key agreement, which could impact the company's operational and financial future.
Risk Assessment
Risk Level: medium — The termination of a material definitive agreement and changes in leadership suggest potential instability or strategic shifts within the company.
Key Numbers
- 001-36099 — SEC File Number (Identifier for the company's filings)
- 46-1315605 — IRS Employer Identification No. (Company's tax identification number)
Key Players & Entities
- Cherry Hill Mortgage Investment Corp. (company) — Registrant
- November 14, 2024 (date) — Earliest event reported
- Maryland (jurisdiction) — State of incorporation
FAQ
What was the material definitive agreement that was terminated?
The filing does not specify the details of the terminated material definitive agreement, only that it occurred on or before November 14, 2024.
Who are the directors or officers that departed?
The filing indicates departures of directors or certain officers but does not name them specifically in the provided text.
Who were elected as new directors or appointed as officers?
The filing mentions the election of directors and appointment of officers but does not provide their names in the provided text.
What is the nature of the compensatory arrangements for the new officers?
The filing states that compensatory arrangements for certain officers are included but does not detail the specifics of these arrangements.
What are the key financial statements or exhibits included in this filing?
The filing indicates that financial statements and exhibits are included, but their specific content is not detailed in the provided text.
Filing Stats: 1,051 words · 4 min read · ~4 pages · Grade level 11.8 · Accepted 2024-11-20 16:05:19
Key Financial Figures
- $0.01 — nge on which registered Common Stock, $0.01 par value CHMI NYSE 8.20% Series
- $1,235,000, M — eceive an initial annual base salary of $1,235,000, Mr. Hutchby will receive an initial annua
- $600,000 — eceive an initial annual base salary of $600,000 and Mr. Evans will receive an initial a
- $550,000 — eceive an initial annual base salary of $550,000. Mr. Evans is also eligible to receive
- $275,000 — is also eligible to receive a bonus of $275,000 in the first quarter of 2025. Each exec
Filing Documents
- ef20038920_8k.htm (8-K) — 40KB
- ef20038920_ex10-1.htm (EX-10.1) — 19KB
- ef20038920_ex10-2.htm (EX-10.2) — 13KB
- ef20038920_ex10-3.htm (EX-10.3) — 13KB
- ef20038920_ex99-1.htm (EX-99.1) — 9KB
- image00001.jpg (GRAPHIC) — 7KB
- 0001140361-24-047384.txt ( ) — 303KB
- chmi-20241114.xsd (EX-101.SCH) — 5KB
- chmi-20241114_def.xml (EX-101.DEF) — 18KB
- chmi-20241114_lab.xml (EX-101.LAB) — 27KB
- chmi-20241114_pre.xml (EX-101.PRE) — 20KB
- ef20038920_8k_htm.xml (XML) — 8KB
02
Item 1.02. Termination of a Material Definitive Agreement . On November 14, 2024, the Board of Directors (the "Board") of Cherry Hill Mortgage Investment Corporation (the "Company"), following the conclusion of its previously announced review of strategic alternatives by a special committee comprised entirely of independent and disinterested members of the Board (the "Special Committee") and based upon the recommendation of the Special Committee , unanimously determined that it is in the best interests of the Company to cease being externally managed and to continue to pursue management's execution of the Company's residential mortgage investment strategy as an internally managed company (the "Internalization"). Effective as of November 14, 2024, the Company completed an "Internalization Event" within the meaning of the Amended and Restated Management Agreement, dated as of September 24, 2013 (as amended, the "Management Agreement"), by and among the Company and its consolidated subsidiaries and Cherry Hill Mortgage Management, LLC, the Company's external manager (the "Manager"). Upon consummation of the Internalization Event, the Management Agreement terminated in accordance with its terms. No termination fee is payable to the Manager in connection with the termination of the Management Agreement, and the Company will not pay management fees to the Manager from and after November 14, 2024, the effective date of termination of the Management Agreement. The Company will pay the Manager the management fees that have accrued up to the effective date of termination and will reimburse the Manager for reimbursable expenses, if any, incurred by the Manager on behalf of the Company up to the effective date of termination.
02
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the Internalization and as part of the Internalization Event triggering termination of the Management Agreement, the Company employed a senior management team comprised of its current executive officers, Jeffrey B. Lown II, the Company's President and Chief Executive Officer, Michael A. Hutchby, the Company's Chief Financial Officer, and Julian B. Evans, the Company's Chief Investment Officer. Each executive officer's employment with the Company commenced on November 14, 2024. Each executive officer is an employee at will and his employment with the Company can be terminated at any time for any reason. Until December 31, 2025, Mr. Lown will receive an initial annual base salary of $1,235,000, Mr. Hutchby will receive an initial annual base salary of $600,000 and Mr. Evans will receive an initial annual base salary of $550,000. Mr. Evans is also eligible to receive a bonus of $275,000 in the first quarter of 2025. Each executive officer is being paid the same amount and form of compensation as was previously paid to him in connection with his prior employment arrangement with an affiliate of the Company's former Manager. Beginning in January 2026, Messrs. Lown, Hutchby and Evans will each be eligible to participate in any non-equity incentive plan approved by the Board's compensation committee and receive an annual discretionary cash bonus at year-end, subject to the terms of any bonus plan approved by the Board's compensation committee. The payment of non-equity incentive plan compensation and discretionary cash bonus compensation in future years is not guaranteed, and each executive officer must be employed by the Company on the date any such compensation is paid to be eligible to receive such compensation. Mr. Lown's offer letter with the Company is filed as Exhibit 10.1 to this Curre
Financial Statements and Exhibits
Financial Statements and Exhibits . (d) Exhibits Exhibit Number Description 10.1 Offer Letter to Jeffrey B. Lown II, dated November 14, 2024. 10.2 Offer Letter to Michael A. Hutchby, dated November 14, 2024. 10.3 Offer Letter to Julian B. Evans, dated November 14, 2024. 99.1 Press Release, dated November 14, 2024.
SIGNATURES
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: November 20, 2024 By: /s/ Michael Hutchby Michael Hutchby Chief Financial Officer, Treasurer and Secretary