0001560672false00015606722023-05-162023-05-16

Date of Report (Date of earliest event reported): May 16, 2023

(Exact name of registrant specified in its charter)

Maryland

001-35896

46-0687599

(State or Other Jurisdiction Of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(Address of principal executive offices, zip code)

Registrant's telephone number, including area code: (203) 698-1200

(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)

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 Shares of Beneficial Interest, $0.01 par value per share

EARN

The 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.     ☐

On May 16, 2023, Ellington Residential Mortgage REIT (the “Company”) held its annual meeting of shareholders. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. The final voting results for each of the matters submitted to a vote of the shareholders at the annual meeting are set forth below.

Votes regarding the election of six trustees, each of whom was elected for a term expiring at the 2024 annual meeting or until such time as his or her successor is elected and qualified, were as follows:

						For						Withheld						Broker Non-Votes
Robert B. Allardice, III						2,900,199						905,340						5,767,410
Mary McBride						3,038,996						766,543						5,767,410
David J. Miller						2,908,089						897,450						5,767,410
Laurence E. Penn						3,638,189						167,350						5,767,410
Ronald I. Simon, Ph.D.						2,721,425						1,084,114						5,767,410
Michael W. Vranos						3,583,726						221,813						5,767,410

Votes on a proposal to approve, on an advisory basis, the compensation of the Company's named executive officers were as follows:

For						Against						Abstentions						Broker Non-Votes
3,131,678						391,338						158,325						5,767,410

Votes regarding the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 were as follows:

 

For

Against

Abstentions

Broker Non-Votes

9,146,511

110,599

191,641

*

* No broker non-votes arose in connection with this proposal due to the fact that the proposal was considered “routine” under New York Stock Exchange Rules.

Votes on a proposal to approve the adoption of the Ellington Residential Mortgage REIT 2023 Equity Incentive Plan were as follows:

For						Against						Abstentions						Broker Non-Votes
2,391,555						1,167,781						122,005						5,767,410

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									ELLINGTON RESIDENTIAL MORTGAGE REIT
Dated:			May 16, 2023			By:			/s/ Christopher Smernoff
									Christopher Smernoff
									Chief Financial Officer