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Shareholders of Ellington Credit (NYSE: EARN) approve trustees, auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ellington Credit Company held its annual shareholder meeting on June 25, 2026. Shareholders elected six trustees, each receiving about 6.7 million votes in favor and roughly 0.5–0.6 million votes withheld, with additional broker non-votes recorded.

Shareholders also ratified PricewaterhouseCoopers LLP as the Fund's independent registered public accounting firm for the year ending March 31, 2027, with 21,741,032 votes for, 649,202 against, and 668,410 abstentions. This auditor ratification was considered a routine matter under New York Stock Exchange rules, so no broker non-votes occurred on this proposal.

Positive

  • None.

Negative

  • None.
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.
Votes for Allardice 6,757,247 votes Election of trustee Robert B. Allardice, III
Votes for Penn 6,793,837 votes Election of trustee Laurence E. Penn
Broker non-votes trustees 15,737,656 votes Broker non-votes on each trustee election
Auditor ratification for 21,741,032 votes Approval of PricewaterhouseCoopers LLP as auditor
Auditor ratification against 649,202 votes Opposition to auditor ratification
Auditor ratification abstentions 668,410 votes Abstentions on auditor ratification proposal
broker non-votes financial
"Broker Non-Votes 21,741,032 | 649,202 | 668,410 | *"
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.
independent registered public accounting firm financial
"ratify the appointment of PricewaterhouseCoopers LLP as the Fund's independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Regulation 14A regulatory
"Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934"
Regulation 14A is a U.S. securities rule that governs how companies prepare, disclose and distribute proxy materials when asking shareholders to vote on matters like board elections, mergers or executive pay. Think of it as a rulebook and checklist that forces clear, timely information and limits misleading persuasion so investors can make informed voting choices; those votes can change who runs a company and influence its strategy and value.
routine under New York Stock Exchange Rules regulatory
"considered “routine” under New York Stock Exchange Rules"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
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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): June 25, 2026
Ellington Credit Company
(Exact name of registrant specified in its charter)
Delaware001-3589646-0687599
(State or Other Jurisdiction Of Incorporation)(Commission File Number)(IRS Employer Identification No.)
53 Forest Avenue
Old Greenwich, CT 06870
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (203) 698-1200
Not applicable
(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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Shares of Beneficial Interest, no par value
EARN
The New York Stock Exchange
8.50% Notes due 2031ELLA
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.     ☐
1

Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 25, 2026, Ellington Credit Company (the “Fund”) held an annual meeting of shareholders (the "Annual Meeting"). Proxies for the Annual 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.
Proposal 1: Election of Trustees
Votes regarding the election of six trustees, each of whom was elected to serve until the expiration of the term of office or until such time as their respective successors are elected and qualified, were as follows:
 ForWithheldBroker Non-Votes
Robert B. Allardice, III6,757,247563,74115,737,656
Mary McBride6,792,432528,55615,737,656
David J. Miller6,792,429528,55915,737,656
Laurence E. Penn6,793,837527,15115,737,656
Ronald I. Simon, Ph.D.6,702,438618,55015,737,656
Michael W. Vranos6,727,919593,06915,737,656
Proposal 2: Ratification of the Appointment of the Fund's Independent Registered Public Accountants
Votes regarding the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Fund's independent registered public accounting firm for the year ending March 31, 2027 were as follows:
ForAgainstAbstentionsBroker Non-Votes
21,741,032649,202668,410*
* 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.

2

SIGNATURES
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 CREDIT COMPANY
Dated:June 25, 2026By:/s/ Christopher Smernoff
Christopher Smernoff
Chief Financial Officer

3

Source: View Original Filing on SEC EDGAR

FAQ

What did Ellington Credit Company (EARN) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing six trustees and ratifying PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending March 31, 2027. Both the trustee slate and the auditor ratification received strong shareholder support based on the reported vote counts.

Were Ellington Credit Company’s trustees re-elected at the June 25, 2026 meeting?

Yes, six trustees were elected, each receiving about 6.7 million votes in favor with roughly 0.5–0.6 million votes withheld. Significant broker non-votes were also recorded, but these do not count against the trustee elections under standard voting rules.

How did Ellington Credit (EARN) shareholders vote on the auditor ratification proposal?

Shareholders overwhelmingly approved PricewaterhouseCoopers LLP as auditor, with 21,741,032 votes for, 649,202 against, and 668,410 abstentions. The item was classified as routine on the New York Stock Exchange, so brokers could vote without explicit shareholder instructions.

Who is Ellington Credit Company’s independent registered public accounting firm for the year ending March 31, 2027?

PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the year ending March 31, 2027. The ratification received over 21.7 million votes in favor, reflecting broad shareholder support for the continued engagement of this audit firm.

What are broker non-votes in the Ellington Credit (EARN) trustee election results?

Broker non-votes occur when brokers hold shares in street name but lack voting instructions on non-routine items. In the trustee elections, more than 15.7 million broker non-votes were reported, which are not counted as votes for or against the nominees.

Why were there no broker non-votes on Ellington Credit’s auditor ratification proposal?

The auditor ratification proposal was considered “routine” under New York Stock Exchange rules. For routine matters, brokers may vote shares without specific shareholder instructions, so no broker non-votes were recorded for this proposal in the final tally.

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