Ellington Financial Files 8-K with Corporate Updates

TL;DR

Ellington Financial filed an 8-K on 5/17 detailing corporate changes and stock series.

AI Summary

Ellington Financial Inc. filed an 8-K on May 17, 2024, reporting changes related to its Articles of Incorporation or Bylaws, submission of matters to a vote of security holders, and financial statements. The filing also details its common stock and preferred stock series (A, B, C, D, E) as of the reporting date.

Why It Matters

This filing provides important updates on Ellington Financial's corporate structure and governance, which could impact investors' understanding of the company's operational framework and shareholder rights.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain any immediate negative financial or operational news.

Key Players & Entities

• Ellington Financial Inc. (company) — Registrant
• May 17, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Series A Preferred Stock (stock) — Preferred stock series mentioned
• Series B Preferred Stock (stock) — Preferred stock series mentioned
• Series C Preferred Stock (stock) — Preferred stock series mentioned
• Series D Preferred Stock (stock) — Preferred stock series mentioned
• Series E Preferred Stock (stock) — Preferred stock series mentioned

FAQ

Key Financial Figures

• $0.001 — ange on Which Registered Common Stock, $0.001 par value per share EFC The New York

Filing Documents

• efc-20240517.htm (8-K) — 56KB
• ex31-certificateofamendmen.htm (EX-3.1) — 9KB
• 0001411342-24-000055.txt ( ) — 258KB
• efc-20240517.xsd (EX-101.SCH) — 2KB
• efc-20240517_def.xml (EX-101.DEF) — 18KB
• efc-20240517_lab.xml (EX-101.LAB) — 32KB
• efc-20240517_pre.xml (EX-101.PRE) — 19KB
• efc-20240517_htm.xml (XML) — 7KB

03. Submission of Matters to a Vote of Security Holders

Item 5.03. Submission of Matters to a Vote of Security Holders Following the vote of the stockholders of Ellington Financial Inc. (the "Company") to adopt an amendment to the Certificate of Incorporation (the "Charter") of the Company at the 2024 annual meeting of stockholders of the Company, which was held on Friday May 17, 2024 and is described below in Item 5.07 of this Current Report, the Company filed an amendment to the Charter with the Secretary of State of the State of Delaware on May 17, 2024 to effect an increase in the number of authorized shares of common stock, par value $0.001 per share (the "Common Stock"), from 200,000,000 shares to 300,000,000 shares, with a corresponding increase in the total number of authorized shares from 300,000,000 shares to 400,000,000 shares. The amendment to the Charter is being filed herewith as Exhibit 3.1 and is incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders On May 17, 2024, the Company held its Annual Meeting of Stockholders. Proxies for the 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 stockholders at the annual meeting are set forth below. Proposal 1: Election of Directors Votes regarding the election of five directors, each of whom was elected for a term expiring at the 2025 annual meeting or until such time as his or her successor is elected and qualified, were as follows: For Withheld Broker Non-Votes Stephen J. Dannhauser 35,596,469 6,426,170 23,108,999 Lisa Mumford 39,880,134 2,142,505 23,108,999 Laurence E. Penn 40,149,726 1,872,913 23,108,999 Edward Resendez 39,665,104 2,357,535 23,108,999 Ronald I. Simon, Ph.D. 38,571,909 3,450,730 23,108,999 Proposal 2: Advisory (Non-Binding) "Say on Pay" Vote to Approve Executive Compensation Votes on a proposal to approve, on an advisory basis, the compensation of the Company's named executive officers were as follows: For Against Abstentions Broker Non-Votes 36,317,488 4,979,356 725,795 23,108,999 Proposal 3: 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 the year ending December 31, 2024 were as follows: For Against Abstentions Broker Non-Votes 62,906,734 1,792,708 432,196 * * No broker non-votes arose in connection with this proposal due to the fact that the proposal was considered "routine" under New York Stock Exchange Rules. Proposal 4: Approval of an Amendment to our Charter to Increase the Total Authorized Number of Common Shares for Issuance from 200,000,000 to 300,000,000 shares, with a Corresponding Increase in the Total Authorized Number of Shares from 300

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K. Exhibit No. Description 3.1 Certificate of Amendment of Certificate of Incorporation of Ellington Financial Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE 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 thereunto duly authorized. ELLINGTON FINANCIAL INC. Date: May 20, 2024 By: /s/ JR Herlihy JR Herlihy Chief Financial Officer

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View this 8-K filing on SEC EDGAR