TWO Two Harbors Investment

Filed: 12 Apr 21, 5:15pm






Washington, D.C.  20549




Current Report 

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


Date of Report (Date of earliest event reported): April 12, 2021 (April 7, 2021)


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



(Commission File Number)


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


601 Carlson Parkway, Suite 1400 Minnetonka, MN 55305
(Address of Principal Executive Offices)   (Zip Code)



Registrant’s telephone number, including area code



(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 April 7, 2021, the Compensation Committee of the Board of Directors of Two Harbors Investment Corp. (the “Company”) approved an increase to the annual base salary of each of the Company’s named executive officers, including: William Greenberg, President and Chief Executive Officer; Mary Riskey, Chief Financial Officer; Matthew Koeppen, Chief Investment Officer; and Rebecca B. Sandberg, General Counsel and Secretary. Effective immediately, Mr. Greenberg’s annual base salary increased from $700,000 to $875,000; Ms. Riskey’s annual base salary increased from $400,000 to $500,000; Mr. Koeppen’s annual base salary increased from $500,000 to $550,000; and Ms. Sandberg’s annual base salary increased from $450,000 to $500,000. The decision to increase the annual base salaries of the named executive officers was made as a part of the Compensation Committee’s effort, following the Company’s transition to an internal management structure on August 15, 2020, to undertake a holistic review of executive pay levels to ensure that the mix of fixed and variable pay that is at-risk is appropriate for an internally managed company.






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.


  Rebecca B. Sandberg
  General Counsel and Secretary
Date: April 12, 2021