Cherry Hill Mortgage (NYSE: CHMI) shareholders OK pay and auditors, reject charter change
Rhea-AI Filing Summary
Cherry Hill Mortgage Investment Corporation reported the results of its annual meeting of stockholders. Shareholders re-elected five directors to serve until the next annual meeting and approved, on a non-binding basis, the 2025 compensation of the company’s named executive officers.
Stockholders also ratified the appointment of Ernst & Young LLP as independent public auditors for the fiscal year ending December 31, 2026. A proposed charter amendment that would have removed the board’s exclusive power to amend and adopt bylaws did not receive sufficient support and was not approved.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Director votes – Jeffrey B. Lown II: 9,184,252 votes for
Say-on-pay support: 7,958,045 votes for
Say-on-pay opposition: 2,415,169 votes against
+3 more
6 metrics
Director votes – Jeffrey B. Lown II
9,184,252 votes for
Election to board at annual meeting
Say-on-pay support
7,958,045 votes for
2025 executive compensation advisory vote
Say-on-pay opposition
2,415,169 votes against
2025 executive compensation advisory vote
Auditor ratification support
20,191,515 votes for
Ernst & Young LLP as 2026 independent auditors
Charter amendment support
9,644,152 votes for
Proposal to change board’s exclusive bylaw power
Charter amendment opposition
1,384,973 votes against
Proposal to change board’s exclusive bylaw power
Key Terms
non-binding advisory basis, independent public auditors, Charter Amendment, broker non-votes, +1 more
5 terms
non-binding advisory basis financial
"approve, on a non-binding advisory basis, the compensation of the named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
independent public auditors financial
"ratify the appointment of Ernst & Young LLP as the Company’s independent public auditors"
Charter Amendment regulatory
"approve the proposed amendment to the Company’s charter to remove the Board of Director’s exclusive power"
A charter amendment is a formal change to a corporation’s founding document — its legal rulebook that sets basic structure, powers and shareholder rights. Investors care because amending the charter can alter voting rules, share classes, dividend policies or takeover protections, which can change how value and control are distributed; think of it as revising a building’s blueprint that affects who owns which rooms and who can remodel next.
broker non-votes financial
"based on the votes for, votes withheld and broker non-votes set forth below"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Cumulative Redeemable Preferred Stock financial
"8.20% Series A Cumulative Redeemable Preferred Stock, $0.01 par value"
Cumulative redeemable preferred stock is a type of investment that gives shareholders priority over common stockholders to receive dividends and get their money back if the company is sold or closes. If the company misses dividend payments, it must pay them later before any dividends can go to other shareholders. This makes it a more secure and flexible option for investors seeking steady income with some ability to redeem their shares in the future.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
Which directors were re-elected to Cherry Hill Mortgage’s board in 2026?
Shareholders re-elected Jeffrey B. Lown II, Joseph Murin, Robert C. Mercer Jr., Sharon Lee Cook, and Dale Hoffman. Each will serve until the next annual meeting and until successors are duly elected and qualified, reflecting continued support for the existing board slate.
Was Ernst & Young LLP reappointed as Cherry Hill Mortgage’s auditor for 2026?
Yes. Shareholders ratified the appointment of Ernst & Young LLP as Cherry Hill Mortgage’s independent public auditors for the fiscal year ending December 31, 2026, with 20,191,515 votes for, 2,116,312 against, and 521,701 abstentions reported in the voting results.
What happened to Cherry Hill Mortgage’s proposed charter amendment on bylaw powers?
The proposed charter amendment to remove the board’s exclusive power to amend and make new bylaws was not approved. The vote totaled 9,644,152 for, 1,384,973 against, 208,061 abstentions, and 11,592,342 broker non-votes, so it failed to obtain required support.
What securities of Cherry Hill Mortgage (CHMI) are listed on the NYSE?
Cherry Hill Mortgage lists its common stock, 8.20% Series A Cumulative Redeemable Preferred Stock, and 8.250% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock on the NYSE, under the symbols CHMI, CHMI-PRA, and CHMI-PRB, respectively, as disclosed in the filing.