0001157523-21-000416 8-K 14 20210331 5.02 7.01 9.01 20210402 20210402 CHIMERA INVESTMENT CORP 0001409493 6798 260630461 MD 1231 8-K 34 001-33796 21802351 520 MADISON AVENUE 32ND FLOOR NEW YORK NY 10022 212-626-2300 520 MADISON AVENUE 32ND FLOOR NEW YORK NY 10022 8-K 1 a52405732.htm CHIMERA INVESTMENT CORPORATION 8-K false000140949300014094932021-03-312021-03-310001409493cim:CommonStockParValue001PerShareMember2021-03-312021-03-310001409493cim:Eight00SeriesACumulativeRedeemablePreferredStockMember2021-03-312021-03-310001409493cim:Eight00SeriesDCumulativeFixedToFloatingRateRedeemablePreferredStockMember2021-03-312021-03-310001409493cim:Seven75SeriesCCumulativeFixedToFloatingRateRedeemablePreferredStockMember2021-03-312021-03-310001409493cim:Eight00SeriesBCumulativeFixedToFloatingRateRedeemablePreferredStockMember2021-03-312021-03-31 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 (Commission (IRS Employer of Incorporation) File Number) 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 Name of Each Exchange on Symbol(s) Which Registered Common Stock, par value $0.01 per CIM New York Stock Exchange share 8.00% Series A Cumulative Redeemable CIM PRA New York Stock Exchange Preferred Stock 8.00% Series B Cumulative Fixed-to-Floating Rate Redeemable CIM PRB New York Stock Exchange Preferred Stock 7.75% Series C Cumulative Fixed-to-Floating Rate Redeemable CIM PRC New York Stock Exchange Preferred Stock 8.00% Series D Cumulative Fixed-to-Floating Rate Redeemable CIM PRD New York Stock Exchange Preferred Stock 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 99.1 Press release dated April 2, 2021, issued by Chimera Investment Corporation 104 Cover 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 EX-99.1 2 a52405732ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 Chimera Investment Corporation Announces Retirement of Independent Directors NEW YORK--(BUSINESS WIRE)--April 2, 2021--Chimera Investment Corporation (NYSE: CIM) (the "Company") announced today that on March 31, 2021, Dennis Mahoney, an independent member of the Board of Directors (the “Board”) of the Company since April 2010, notified the Company that he will not stand for re-election at the Company’s 2021 Annual Meeting of Shareholders, and that Paul Donlin, an independent member of the Board of the Company since November 2007, notified the Company that he will retire from the Board on the date of the Company’s 2021 Annual Meeting of Shareholders. Their respective terms will end on the day of the Company’s 2021 Annual Meeting Date. “The Company thanks Mr. Donlin and Mr. Mahoney for their many years of service. Mr. Donlin was there at our founding as Chairman of the Board and Chairman of our Nominating/Corporate Governance Committee and served in those roles with distinction for more than 13 years. His leadership was instrumental to the Company’s success and he shepherded the Company through difficult times as well,” says Gerry Creagh, the Company’s Chairman of the Board. Mr. Creagh further said that “Mr. Mahoney has also been a key component of our success having served as Chairman of our Audit Committee for more than nine years. We are sad to see them go and wish them the best.” About Chimera Investment Corporation We are a publicly traded REIT that is primarily engaged in the business of investing in a diversified portfolio of real estate assets, including mortgage loans, Agency RMBS, Non-Agency RMBS, Agency CMBS, and other real estate assets. Please visit www.chimerareit.com for additional information about the Company. Contacts Investor Relations 888-895-6557 www.chimerareit.com