FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING
On what am I voting?
You are being asked to vote on the following proposals:
election to the electionBoard of the four director nominees named in this Proxy Statement (Proposal No. 1);
approval, on a non-binding advisory basis, of the compensation paid toof our named executive officers for the year ended December 31, 20192020 (the “Say-on-Pay Proposal”) (Proposal No. 2); and
the ratification of the appointment of Ernst & Young LLP (“E&Y”EY”) as our independent registered public accounting firm for the fiscal year ending December 31, 20202021 (Proposal No. 3).
Who can vote?
Holders of our common stock as of the close of business on the record date, April 9, 2020,2021, are entitled to vote, either online or by proxy, at the virtual Annual Meeting. Each share of our common stock has one vote.
Why are you holding a virtual Annual Meeting?
Due to the continuing public heath impact of the coronavirus outbreak (COVID-19)COVID-19 pandemic and to support the health and well-being of our stockholders and our community, the Annual Meeting will be held over the web in a virtual meeting format only. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, the virtual format allows stockholders to communicate with us during the virtual Annual Meeting so they can ask questions of our Board or management. During the live Q&A session of the virtual Annual Meeting, we may answer questions as they come in to the extent relevant to the business of the virtual Annual Meeting, as time permits. We expectAt this time, we hope to return to an in-person meeting format in 2021.2022.
CanHow do I vote my shares by filling out and returningvote?
By Proxy—Before the Notice and Access Card?
No. The Notice and Access Card identifies the items to be voted on at the virtual Annual Meeting, but you cannot vote by marking the Notice and Access Card and returning it. The Notice and Access Card provides instructions on how to authorizecan give a proxy to vote your shares viain one of the Internet or byfollowing ways:
using the telephone or vote online duringInternet voting procedures described on the virtual Annual Meetingaccompanying proxy card; or to request a paper
by completing and signing your proxy card which will contain instructions for authorizing a proxy byand mailing it in time to be received prior to the Internet, by telephone or by returning a signed paper proxy card.
How do I vote during the virtual Annual Meeting?Meeting.
You may vote your shares during the virtual Annual Meeting until such time as the chairman declares the polls closed by visitingvisitng www.meetingcenter.io/282241889230710419 and following the instructions. To login to the virtual meeting you will be required to have a control number and password. The password for the meeting is CHMI2020CHMI2021..
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attendparticipate in the virtual Annual Meeting. To register, you must submit proof of your proxy power (legal proxy) reflecting your Cherry Hill Mortgage Investment Corporation holdings along with your name and email address to Computershare Trust Company, N.A., our transfer agent (“Computershare”). Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on June 12, 2020.11, 2021. You will receive a confirmation email from Computershare of your registration.
Requests for registration should be directed to Computershare by forwarding the email from your broker, or attachingattach an image of your legal proxy, to legalproxy@computershare.comlegalproxy@computershare.com.
The telephone and Internet voting procedures are designed to confirm your identity, to allow you to give your voting instructions and to verify that your instructions have been properly recorded. If you wish to vote by telephone or Internet, please follow the instructions that are included on the Notice and Access Card.accompanying proxy card. If you request a paper copy of our proxy materials, follow the instructions printed on the papermail us your properly completed and signed proxy card, to authorize a proxy toor vote via the Internet, by telephone or by completing and returning the paper proxy card by mail. The individuals named and designated as proxies will voteInternet, your shares aswill be voted according to the choices that you instruct.specify.