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CIM Chimera Investment

Filed: 2 Apr 21, 4:31pm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
March 31, 2021

CHIMERA INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)

Maryland
001-33796
26-0630461
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

520 Madison Avenue,
32nd Floor
New York, New York
10022
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (212) 626-2300


(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 Each Exchange on Which Registered
 
 
 
 
 
Common Stock, par value $0.01 per share
 CIM
 New York Stock Exchange
8.00% Series A Cumulative Redeemable Preferred Stock
 CIM PRA
 New York Stock Exchange
8.00% Series B Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock
 CIM PRB
 New York Stock Exchange
7.75% Series C Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock
 CIM PRC
 New York Stock Exchange
8.00% Series D Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock
 CIM PRD
 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).            

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 March 31, 2021, Dennis Mahoney, an independent member of the Board of Directors (the “Board”) of Chimera Investment Corporation (the “Company”), notified the Company that he will not stand for re-election at the Company’s 2021 Annual Meeting of Shareholders.  His term will end on the day of the Company’s 2021 Annual Meeting of Shareholders.  Mr. Mahoney has not advised the Company of any disagreement with the Company on any matter related to the Company’s operations, policies or practices.
 
On March 31, 2021, Paul Donlin, an independent member of the Board of the Company, notified the Company that he intends to retire on the date of the Company’s 2021 Annual Meeting of Shareholders.  His term will end on the day of the Company’s 2021 Annual Meeting of Shareholders.  Mr. Donlin has not advised the Company of any disagreement with the Company on any matter related to the Company’s operations, policies or practices.
 
Item 7.01.  Regulation FD Disclosure
 
A copy of the press release (the “Press Release”) announcing the retirement of Mr. Mahoney and Mr. Donlin from the Board of the Company is attached hereto and furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
The Press Release is being furnished pursuant to Item 7.01, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 
Item 9.01.  Financial Statements and Exhibits
 
(d)Exhibits
  
Exhibit No.Description
  
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.
 
 
Chimera Investment Corporation
 
 
 
 
 
By: /s/ Phillip J. Kardis II
 
       Name: Phillip J. Kardis II
 
       Title: Chief Legal Officer

Date: April 2, 2021