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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

  

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 21, 2023 (September 19, 2023)

 

Two Harbors Investment Corp.

(Exact name of registrant as specified in its charter)

 

Maryland   001-34506   27-0312904

(State or other jurisdiction of incorporation or
organization)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

1601 Utica Avenue South, Suite 900 St. Louis Park, MN 55416
(Address of Principal Executive Offices)   (Zip Code)

 

(612453-4100

Registrant’s telephone number, including area code

 

Not Applicable 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act  (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

Title of Each Class:   Trading
Symbol(s)
  Name of Exchange on Which Registered:
Common Stock, par value $0.01 per share   TWO   New York Stock Exchange
8.125% Series A Cumulative Redeemable Preferred Stock   TWO PRA   New York Stock Exchange
7.625% Series B Cumulative Redeemable Preferred Stock   TWO PRB   New York Stock Exchange
7.25% Series C Cumulative Redeemable Preferred Stock   TWO PRC   New York Stock Exchange

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging Growth Company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 19, 2023, the Board of Directors of Two Harbors Investment Corp. (the “Company”) approved an amendment and restatement of the Company’s Incentive Compensation Recoupment Policy (the “Policy”), with an effective date of December 1, 2023, in order to comply with the final clawback rules adopted by the Securities and Exchange Commission under Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (“Rule 10D-1”), and the listing standards of the New York Stock Exchange.

 

The Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers of the Company, as defined in Rule 10D-1 ("Executive Officers"), in the event the Company is required to prepare an accounting restatement. The Policy also provides for the discretionary recoupment of incentive compensation from Executive Officers, at the election of the Board of Directors, upon the occurrence of certain identified events.

 

The above description of the Policy is a summary only and is qualified in its entirety by reference to the full text of the Policy, a complete copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01         Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit
No.
Description

 

10.1 Two Harbors Investment Corp. Incentive Compensation Recoupment Policy.

 

104 Cover Page Interactive Data File, formatted in Inline XBRL.

 

 

 

 

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 hereunto duly authorized.

 

  TWO HARBORS INVESTMENT CORP.
     
  By: /s/ REBECCA B. SANDBERG
    Rebecca B. Sandberg
    General Counsel and Secretary
     
Date: September 21, 2023