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  4. [8-K] Ellington Financial Inc. Reports Material Event

Ellington Financial (NYSE: EFC) shareholders approve 2026 equity plan and ratify PwC

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

Rhea-AI Filing Summary

Ellington Financial Inc. held its 2026 annual stockholders meeting on May 28, 2026 and reported the voting results. Stockholders elected the company’s director slate for terms running until the 2027 annual meeting, with each nominee receiving more votes for than withheld.

They also approved, on a non-binding advisory basis, the compensation of the named executive officers and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026. In addition, stockholders approved the Ellington Financial Inc. 2026 Equity Incentive Plan, which will govern future equity-based awards, as described in the April 8, 2026 proxy statement.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Say-on-pay for votes 54,695,130 votes Advisory approval of executive compensation
Say-on-pay against votes 3,273,132 votes Advisory approval of executive compensation
Equity plan for votes 55,004,182 votes Approval of 2026 Equity Incentive Plan
Equity plan against votes 2,837,889 votes Approval of 2026 Equity Incentive Plan
Auditor ratification for votes 90,170,282 votes Ratification of PwC as 2026 auditor
Stephen J. Dannhauser for votes 48,401,715 votes Election as director
Lisa Mumford for votes 56,886,550 votes Election as director
2026 Equity Incentive Plan financial
"the Company’s stockholders approved the Ellington Financial Inc. 2026 Equity Incentive Plan"
advisory basis financial
"approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"
independent registered public accounting firm financial
"ratified the appointment of PricewaterhouseCoopers LLP as the Company’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.
broker non-votes financial
"Broker Non-Votes 54,695,130 | 3,273,132 | 761,795 | 33,067,881"
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.
routine regulatory
"the proposal was considered “routine” under New York Stock Exchange Rules"
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 28, 2026

ELLINGTON FINANCIAL INC.
(Exact name of registrant as specified in its charter)
Delaware001-3456926-0489289
(State or other jurisdiction
of incorporation)
(Commission File Number)(IRS Employer Identification No.)
53 Forest Avenue
Old Greenwich, CT 06870
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code: (203) 698-1200
Not Applicable
(Former Name or 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 Stock, $0.001 par value per share
EFC
The New York Stock Exchange
6.250% Series B Fixed-Rate Reset
Cumulative Redeemable Preferred Stock
EFC PR BThe New York Stock Exchange
8.625% Series C Fixed-Rate Reset
Cumulative Redeemable Preferred Stock
EFC PR CThe New York Stock Exchange
7.00% Series D Cumulative Perpetual Redeemable Preferred StockEFC PRDThe 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.     ¨
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As indicated below, on May 28, 2026, at the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Ellington Financial Inc. (the “Company”), the Company’s stockholders approved the Ellington Financial Inc. 2026 Equity Incentive Plan (the “Equity Incentive Plan”).
The material features of the Equity Incentive Plan are described in Proposal 4 of the Company's Definitive Proxy Statement on Schedule 14A, dated April 8, 2026, which description is incorporated herein by reference. The description of the Equity Incentive Plan incorporated herein by reference is qualified in its entirety by the text of the Equity Incentive Plan, a copy of which was filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated into this Item 5.02 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
At the 2026 Annual Meeting, the Company’s stockholders: (i) elected the six persons listed below as directors of the Company, each to hold office until the Company’s annual meeting of stockholders in 2027 and until his or her successor is duly elected and qualifies; (ii) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; (iii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; (iv) approved the adoption of the Equity Incentive Plan. Set forth below are the voting results for each of the proposals voted upon by the Company’s stockholders at the 2026 Annual Meeting:
Proposal 1: Election of Directors
Votes regarding the election of five directors, each of whom was elected for a term expiring at the 2027 annual meeting or until such time as his or her successor is elected and qualified, were as follows:
 ForWithheldBroker Non-Votes
Stephen J. Dannhauser48,401,71510,328,34233,067,881
Lisa Mumford56,886,5501,843,50733,067,881
Laurence E. Penn56,661,7802,068,27733,067,881
Edward Resendez55,950,9372,779,12033,067,881
Ronald I. Simon, Ph.D.55,333,8253,396,23233,067,881
Proposal 2: Advisory (Non-Binding) “Say on Pay” Vote to Approve Executive Compensation
Votes on a proposal to approve, on an advisory basis, the compensation of the Company's named executive officers were as follows:
ForAgainstAbstentionsBroker Non-Votes
54,695,1303,273,132761,79533,067,881
Proposal 3: Ratification of the Appointment of the Company's Independent Registered Public Accountants
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, 2026 were as follows:
ForAgainstAbstentionsBroker Non-Votes
90,170,282880,741746,915*
* 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. 
Proposal 4: Approval of the Equity Incentive Plan
Votes on a proposal to approve the Equity Incentive Plan were as follows:
ForAgainstAbstentionsBroker Non-Votes
55,004,1822,837,889887,98633,067,881
2


Item 9.01.    Financial Statements and Exhibits
(d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K.
Exhibit No.Description
10.1
Ellington Financial Inc. 2026 Equity Incentive Plan
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
3


SIGNATURE
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 thereunto duly authorized.
 
   ELLINGTON FINANCIAL INC.
Date: May 29, 2026 By: /s/ JR Herlihy
   JR Herlihy
   Chief Financial Officer


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Source: View Original Filing on SEC EDGAR

FAQ

What did Ellington Financial Inc. (EFC) stockholders approve at the 2026 annual meeting?

Ellington Financial stockholders elected the company’s directors, approved executive compensation on an advisory basis, ratified PricewaterhouseCoopers LLP as auditor for 2026, and approved the 2026 Equity Incentive Plan governing future equity-based compensation awards.

How did Ellington Financial (EFC) stockholders vote on the 2026 Equity Incentive Plan?

Stockholders approved the 2026 Equity Incentive Plan with 55,004,182 votes for, 2,837,889 against, and 887,986 abstentions, plus 33,067,881 broker non-votes. The plan’s detailed terms are described in the April 8, 2026 definitive proxy statement.

What were the Ellington Financial (EFC) say-on-pay results in 2026?

The advisory vote on executive compensation received 54,695,130 votes for, 3,273,132 against, and 761,795 abstentions, with 33,067,881 broker non-votes. This non-binding vote reflects stockholder views on compensation of Ellington Financial’s named executive officers.

Which auditor did Ellington Financial (EFC) stockholders ratify for fiscal 2026?

Stockholders ratified PricewaterhouseCoopers LLP as Ellington Financial’s independent registered public accounting firm for the year ending December 31, 2026, with 90,170,282 votes for, 880,741 against, and 746,915 abstentions. No broker non-votes occurred because the proposal was considered routine.

How did Ellington Financial (EFC) director nominees fare in the 2026 election?

Each listed director nominee received more votes for than withheld. For example, Lisa Mumford received 56,886,550 votes for and 1,843,507 withheld, while Stephen J. Dannhauser received 48,401,715 for and 10,328,342 withheld, with 33,067,881 broker non-votes reported for each nominee.

Where can investors find details of Ellington Financial’s 2026 Equity Incentive Plan?

The material features of the 2026 Equity Incentive Plan are described in Proposal 4 of Ellington Financial’s definitive proxy statement on Schedule 14A dated April 8, 2026. The full plan text is filed as Exhibit 10.1 to the current report.

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