Ellington Credit Co Files 8-K with Key Updates
Ticker: EARN · Form: 8-K · Filed: Jan 21, 2025 · CIK: 1560672
Sentiment: neutral
Topics: corporate-action, filing-update
TL;DR
Ellington Credit Co filed an 8-K on Jan 21, 2025, reporting events from Jan 17, 2025. Expect updates on security holder rights and corporate actions.
AI Summary
Ellington Credit Company filed an 8-K on January 21, 2025, reporting events that occurred on January 17, 2025. The filing indicates material modifications to the rights of security holders, submission of matters to a vote, and other events, along with financial statements and exhibits. The company, formerly known as Ellington Residential Mortgage REIT, is incorporated in Maryland and headquartered in Old Greenwich, CT.
Why It Matters
This 8-K filing signals significant corporate actions or changes affecting Ellington Credit Company's security holders and operations, requiring investor attention.
Risk Assessment
Risk Level: medium — 8-K filings often contain material information that can impact a company's stock price, necessitating careful review by investors.
Key Numbers
- 001-35896 — SEC File Number (Identifies the company's filings with the SEC.)
- 46-0687599 — IRS Employer Identification No. (Company's tax identification number.)
Key Players & Entities
- Ellington Credit Company (company) — Registrant
- Maryland (jurisdiction) — State of Incorporation
- 001-35896 (identifier) — SEC File Number
- 46-0687599 (identifier) — IRS Employer Identification No.
- 53 Forest Avenue Old Greenwich , CT 06870 (address) — Principal Executive Offices
- Ellington Residential Mortgage REIT (company) — Former Company Name
- 20121018 (date) — Date of Name Change
- January 17, 2025 (date) — Earliest event reported
- January 21, 2025 (date) — Date of Report
FAQ
What specific "Material Modifications to Rights of Security Holders" are detailed in this filing?
The filing indicates material modifications to the rights of security holders, but the specific details would be found within the attached exhibits or subsequent sections of the full report, which are not fully provided in the excerpt.
What matters were submitted to a vote of security holders?
The filing lists "Submission of Matters to a Vote of Security Holders" as an item, but the specific matters voted upon are not detailed in the provided excerpt.
What are the "Other Events" reported by Ellington Credit Company?
The filing notes "Other Events" as a reported item, but the nature of these events is not specified in the provided excerpt.
When did Ellington Credit Company change its name from Ellington Residential Mortgage REIT?
The company changed its name from Ellington Residential Mortgage REIT on October 18, 2012.
What is the principal executive office address and phone number for Ellington Credit Company?
The principal executive offices are located at 53 Forest Avenue, Old Greenwich, CT 06870, and the telephone number is (203) 698-1200.
Filing Stats: 966 words · 4 min read · ~3 pages · Grade level 14.4 · Accepted 2025-01-21 13:44:34
Key Financial Figures
- $0.01 — Common Shares of Beneficial Interest, $0.01 par value per share EARN The New York
- $1,000 — aser for an aggregate purchase price of $1,000. Following the conclusion of the Speci
Filing Documents
- earn-20250117.htm (8-K) — 41KB
- exhibit991-votingresultsco.htm (EX-99.1) — 11KB
- 0001560672-25-000013.txt ( ) — 178KB
- earn-20250117.xsd (EX-101.SCH) — 2KB
- earn-20250117_lab.xml (EX-101.LAB) — 21KB
- earn-20250117_pre.xml (EX-101.PRE) — 12KB
- earn-20250117_htm.xml (XML) — 3KB
03. Material Modification to Rights of Security Holders
Item 3.03. Material Modification to Rights of Security Holders. The information contained under the header "Redemption of Series A Preferred Shares" in Item 8.01 of this Current Report is incorporated by reference herein.
07. Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders. On January 17, 2025, Ellington Credit Company (the "Company") held a special meeting of shareholders (the "Special Meeting"). Proxies for the Special Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. The final voting results for each of the matters submitted to a vote of the shareholders at the Special Meeting are set forth below. Proposal 1, Proposal 2 and Proposal 3 are collectively referred to herein as the "Conversion Proposals." Proposal 1: Approval of a Change in the Company's legal form from a Maryland real estate investment trust to a Delaware statutory trust Votes on a proposal to approve a change in the Company's legal form from a Maryland real estate investment trust to a Delaware statutory trust were as follows: For Against Abstentions Broker Non-Votes 32,900,266 1,233,833 177,238 10,329,806 Proposal 2: Approval of the Company's new Delaware Amended and Restated Declaration of Trust Votes on a proposal to approve the Company's new Delaware Amended and Restated Declaration of Trust were as follows: For Against Abstentions Broker Non-Votes 32,950,576 1,162,512 198,249 10,329,806 Proposal 3: Approval of an Investment Advisory Agreement with Ellington Credit Company Management LLC, the Company's External Manager, which would replace the Company's Existing Management Agreement Votes on a proposal to approve an Investment Advisory Agreement with Ellington Credit Company Management LLC, the Company's External Manager, which would replace the Company's Existing Management Agreement, were as follows: For Against Abstentions Broker Non-Votes 32,676,006 1,433,619 201,712 10,329,806 Proposal 4: Ratification of the Appointment of the Company's Independent Registered Public Accountants Votes regarding the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for
01. Other Events
Item 8.01. Other Events. Redemption of Series A Preferred Shares As previously announced, the Company entered into a Subscription and Investment Representation Agreement with Ellington Credit Company Management LLC, the Company's external manager (the "Purchaser"), pursuant to which the Company issued and sold one thousand (1,000) Series A Preferred Shares, par value $0.01 per share (the "Series A Preferred Shares"), to the Purchaser for an aggregate purchase price of $1,000. Following the conclusion of the Special Meeting, where shareholders of the Company approved each of the Conversion Proposals, all of the outstanding Series A Preferred Shares were redeemed, in accordance with their terms. Press Release Additionally, on January 21, 2025, the Company issued a press release announcing the results of the special meeting and other related information. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report and is incorporated into this Item 8.01 by reference.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following exhibits are being filed with this Current Report. 99.1 Press Release dated January 21, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ELLINGTON RESIDENTIAL MORTGAGE REIT Dated: January 21, 2025 By: /s/ Christopher Smernoff Christopher Smernoff Chief Financial Officer