Redwood Trust Files 8-K on Director/Officer Changes & Shareholder Votes

TL;DR

RWT filed an 8-K detailing leadership changes and upcoming shareholder votes.

AI Summary

Redwood Trust, Inc. filed an 8-K on May 24, 2024, reporting events as of May 21, 2024. The filing covers the departure of directors or officers, election of directors, appointment of officers, compensatory arrangements, and submission of matters to a vote of security holders. It also includes financial statements and exhibits.

Why It Matters

This filing provides crucial updates on the company's leadership and governance, which can impact investor confidence and strategic direction.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate governance matters and does not indicate immediate financial distress or significant operational changes.

Key Players & Entities

• REDWOOD TRUST, INC. (company) — Registrant
• May 21, 2024 (date) — Earliest event reported
• May 24, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — h registered Common stock, par value $0.01 per share RWT New York Stock Exchange

Filing Documents

• tm2415566d1_8k.htm (8-K) — 49KB
• tm2415566d1_ex10-1.htm (EX-10.1) — 64KB
• 0001104659-24-065184.txt ( ) — 351KB
• rwt-20240521.xsd (EX-101.SCH) — 3KB
• rwt-20240521_def.xml (EX-101.DEF) — 27KB
• rwt-20240521_lab.xml (EX-101.LAB) — 36KB
• rwt-20240521_pre.xml (EX-101.PRE) — 25KB
• tm2415566d1_8k_htm.xml (XML) — 6KB

02. (e) Compensatory Arrangements of

Item 5.02. (e) Compensatory Arrangements of Certain Employees Redwood Trust, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders on May 21, 2024 (the "Annual Meeting"). During the Annual Meeting, stockholders voted to approve an amendment (the "Amendment") to the Company's 2002 Employee Stock Purchase Plan, as amended (the "ESPP") to comply with NYSE stockholder approval requirements and to satisfy the stockholder approval requirements of Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). With both stockholder approval of the Amendment and prior approval by the Company's Board of Directors, the only difference between the ESPP as amended by the Amendment and the previously existing ESPP is to increase the number of shares of common stock available for purchase thereunder by 250,000 shares. The foregoing description of the ESPP as amended by the Amendment is qualified in its entirety by the text of the ESPP, as amended, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

07. Submission of Matters

Item 5.07. Submission of Matters to a Vote of Security Holders As noted above, the Company held its Annual Meeting on May 21, 2024. There were 131,660,340 shares of Company common stock entitled to vote at the Annual Meeting. There were four items voted upon at the Annual Meeting, with the voting results for each item set forth below.

. During the Annual Meeting,

Item 1 . During the Annual Meeting, stockholders voted to elect Greg H. Kubicek, Christopher J. Abate, Doneene K. Damon, Armando Falcon, Douglas B. Hansen, Debora D. Horvath, Georganne C. Proctor, Dashiell I. Robinson, and Faith A. Schwartz as directors to serve on the Board of Directors until the annual meeting of stockholders in 2025 and until their successors are duly elected and qualify. The stockholders' votes with respect to the election of directors were as follows: Nominee For Against Abstain Broker Non-Votes Greg H. Kubicek 85,554,880 3,535,224 184,729 21,497,207 Christopher J. Abate 87,138,005 1,922,298 214,530 21,497,207 Doneene K. Damon 87,908,943 1,139,895 225,995 21,497,207 Armando Falcon 87,060,852 2,027,324 186,657 21,497,207 Douglas B. Hansen 87,149,728 1,931,769 193,336 21,497,207 Debora D. Horvath 87,449,194 1,648,942 176,697 21,497,207 Georganne C. Proctor 85,741,967 3,354,844 179,022 21,496,207 Dashiell I. Robinson 86,327,508 2,770,624 176,701 21,497,207 Faith A. Schwartz 88,183,683 915,663 175,487 21,497,207

. During the Annual Meeting,

Item 2 . During the Annual Meeting, stockholders voted to ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024. The stockholders' votes with respect to the ratification of Grant Thornton LLP as the Company's independent registered public accounting firm were as follows: For Against Abstentions Broker Non-Votes 109,123,628 1,370,166 278,246 0

. During the Annual Meeting,

Item 3 . During the Annual Meeting, stockholders voted on a non-binding advisory resolution to approve named executive officer compensation as disclosed in the annual proxy For Against Abstentions Broker Non-Votes 80,329,581 7,621,693 1,323,559 21,497,207

. As noted in Item 5.02(e)

Item 4 . As noted in Item 5.02(e) above, during the Annual Meeting, stockholders voted to approve an Amendment to the Company's ESPP to increase the number of shares available for purchase by 250,000 shares of common stock. The stockholders' votes with respect to this Amendment of the ESPP were as follows: For Against Abstentions Broker Non-Votes 88,038,851 911,525 324,457 21,497,207

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit 10.1 2002 Redwood Trust, Inc. Employee Stock Purchase Plan, as amended 104 Cover Page Interactive Data File (embedded with the inline XBRL document)

SIGNATURES

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 thereunto duly authorized. Date: May 24, 2024 REDWOOD TRUST, INC. By: /s/ Andrew P. Stone Name: Andrew P. Stone Title: Executive Vice President, Chief Legal Officer, and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR