Ellington Credit Co. Files 2023 Proxy Statement

TL;DR

Ellington Credit Co. dropped its 2023 proxy statement - shareholder vote time!

AI Summary

Ellington Credit Co. filed its definitive proxy statement (DEF 14A) on August 16, 2024, for the fiscal year ending December 31, 2023. The filing provides information for shareholders regarding company matters, likely including executive compensation, board nominations, and other corporate governance issues to be voted on at the upcoming annual meeting.

Why It Matters

This filing is crucial for shareholders as it details how the company is run, including executive pay and board composition, influencing investment decisions.

Risk Assessment

Risk Level: medium — Proxy statements can reveal information about executive compensation, potential conflicts of interest, or changes in corporate governance that could impact the company's future performance and stock price.

Key Players & Entities

• Ellington Credit Co. (company) — Registrant
• August 16, 2024 (date) — Filing Date
• December 31, 2023 (date) — Fiscal Year End

FAQ

Key Financial Figures

• $0.01 — g common shares of beneficial interest, $0.01 par value per share, of the Company, or
• $11.6 billion — rket conditions, and with approximately $11.6 billion in assets under management as of March

Filing Documents

• definitiveproxystatement20.htm (DEF 14A) — 908KB
• chart-4ed7dcc8afee40999f0a.jpg (GRAPHIC) — 132KB
• chart-7fef788bf9214a9ca31a.jpg (GRAPHIC) — 117KB
• earnlogo2a.jpg (GRAPHIC) — 12KB
• proxycardpage1a.jpg (GRAPHIC) — 691KB
• proxycardpage2a.jpg (GRAPHIC) — 291KB
• quarterlyperformancefeea.jpg (GRAPHIC) — 138KB
• signature2015a06a.jpg (GRAPHIC) — 6KB
• 0001560672-24-000088.txt ( ) — 2820KB

From the Filing

DEF 14A 1 definitiveproxystatement20.htm DEF 14A Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the registrant x Filed by a party other than the registrant Check the appropriate box Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Ellington Credit Company (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of filing fee (Check the appropriate box) x No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Ellington Credit Company 53 Forest Avenue Old Greenwich, Connecticut 06870 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 26, 2024 To Our Shareholders You are cordially invited to attend the 2024 Annual Meeting of Shareholders, or the "Annual Meeting," of Ellington Credit Company (the "Company," "we," "our," or "us"), which will be conducted virtually via live webcast, on September 26, 2024, at 1000am, Eastern Time. You will be able to attend the Annual Meeting, vote, and submit your questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.comEARN2024. To enter the meeting, you must have your sixteen-digit control number that is shown on your Notice of Internet Availability of Proxy Materials, your proxy card or on the instructions that accompanied your proxy materials. You will not be able to attend the Annual Meeting in person. As previously disclosed, in August 2023 our Board of Trustees (the "Board") unanimously approved a plan for the Company to begin acquiring corporate collateralized loan obligations ("CLOs"), with an emphasis on CLO mezzanine debt and CLO equity. We began acquiring CLOs in September 2023. After making substantial progress growing a CLO portfolio, closely monitoring its performance, reviewing analyses conducted by management, and consulting with third-party advisors, on March 29, 2024 our Board unanimously approved a strategic transformation of our investment strategy to fully transition our investment portfolio, over time, to one primarily focused on CLOs. In connection with this transformation, the Board approved, and we completed, a revocation of our election to be taxed as a real estate investment trust (a "REIT"), effective January 1, 2024. Our plan includes initially operating as a taxable C-Corporation, during which time we intend to utilize our existing net operating loss carryforwards to offset a majority of our U.S. federal taxable income and a portion of our state taxable income and ultimately converting to a closed-end investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act") (a "registered closed-end fund"), that would be treated as a regulated investment company (a "RIC") under the Internal Revenue Code of 1986, as amended (the "Code"), subject to shareholder approval of certain related matters (such conversion, the "Conversion" and, collectively with the other listed actions above, the "Strategic Transformation"). We are undertaking the Strategic Transformation because we and the Board believe that CLOs provide a greater risk-adjusted return potential for our shareholders over the long term, with less volatility, as compared to residential mortgage-backed securities for which the principal and interest payments are guaranteed by a U.S. government agency or a U.S. government-sponsored entity ("Agency RMBS"), which had been our primary targeted asset class since our initial public offering ("IPO") in 2013. In addition, we believe that the Conversion and the Strategic Transformation will enhance our access to the capital markets and open more channels for potential growth. Finally, the Strategic Transformation would enable us to leverage Ellington Management Group's experience investing in CLOs since 2012. In light of this transformation, we have also changed the Company's name from Ellington Residential Mortgage REIT to Ellington Credit Company and updated our web address from www.earnreit.com to www.ellingtoncredit.com. We will continue to be listed on the New York Stock Exchange (the "NYSE") under the ticker symbol "EARN." The purpose of the Annual Meeting is to consider and take action on the following items, the majority of which are related to the Conversion 1. To elect the six trustees nominated and recommended by our current Board of Trustees, each to serve until the expiration of their respective term of office or until such time as their respective successors are e

View Full Filing

View this DEF 14A filing on SEC EDGAR