PennyMac Trust Sees Record 82% Shareholder Turnout, Approves All Board Nominees

Rhea-AI Filing Summary

PennyMac Mortgage Investment Trust held its Annual Meeting of Shareholders on June 24, 2025, with 81.9% of eligible shares represented. Three key proposals were voted on:

• Board Elections: Three Class I trustees were elected to serve until 2028: - Scott W. Carnahan (37.9M votes for) - Donna M. Corley (41.7M votes for) - Renee R. Schultz (41.6M votes for)
• Auditor Appointment: Shareholders strongly approved Deloitte & Touche LLP as independent auditor with 70.1M votes in favor (98.5% approval)
• Executive Compensation: The non-binding vote on executive compensation passed with 50.1M votes in favor (92.3% of votes cast excluding abstentions)

All proposals passed successfully, with the auditor appointment receiving the highest approval rate. Notable was the strong shareholder participation, with over 71.2 million shares voting out of 87.0 million eligible shares.

Positive

• Strong shareholder participation with 81.9% of shares represented at the Annual Meeting
• Overwhelming approval (70.1M votes for vs 862K against) of Deloitte & Touche LLP as independent auditor
• Executive compensation received significant support with 50.1M votes in favor (92.3% of votes cast excluding abstentions)

Negative

• Significant opposition to trustee Scott W. Carnahan with 16.1M votes against (29.8% of votes cast excluding abstentions)
• Notable dissent on trustee elections with all candidates receiving over 12M votes against

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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): June 24, 2025

PennyMac Mortgage Investment Trust

(Exact name of registrant as specified in its charter)

Maryland		001-34416		27-0186273
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3043 Townsgate Road, Westlake Village, California		91361
(Address of principal executive offices)		(Zip Code)

(818) 224-7442

(Registrant’s telephone number, including area code)

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 class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares of Beneficial Interest, $0.01 par value		PMT		New York Stock Exchange
8.125% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value		PMT/PA		New York Stock Exchange
8.00% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value		PMT/PB		New York Stock Exchange
6.75% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value		PMT/PC		New York Stock Exchange
8.50% Senior Note Due 2028		PMTU		New York Stock Exchange
9.00% Senior Note Due 2030		PMTV		New York Stock Exchange
9.00% Senior Note Due 2030		PMTW		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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 24, 2025, PennyMac Mortgage Investment Trust (the “Company) held its Annual Meeting of Shareholders (the “Meeting”) for the purpose of: (i) electing three (3) Class I trustee nominees to serve on the Company’s Board of Trustees until its 2028 Annual Meeting of Shareholders; (ii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and (iii) approving, by non-binding vote, the Company’s executive compensation. The total number of common shares of beneficial interest entitled to vote at the Meeting was 87,010,608, of which 71,281,828 shares, or 81.9%, were present in person or by proxy.

Proposal 1: The election of three (3) Class I trustee nominees to serve on the Board of Trustees until the 2028 Annual Meeting of Shareholders.

Trustee		Votes For		Votes Against		Abstentions		Broker Non-Votes
Scott W. Carnahan		37,982,634		16,183,601		108,312		17,007,281
Donna M. Corley		41,752,806		12,411,761		109,980		17,007,281
Renee R. Schultz		41,617,958		12,548,014		108,575		17,007,281

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025.

Votes For		Votes Against		Abstentions		Broker Non-Votes
70,177,800		862,176		241,852		—

Proposal 3: Approval, by non-binding vote, of the Company’s executive compensation.

Votes For		Votes Against		Abstentions		Broker Non-Votes
50,094,065		3,847,363		333,119		17,007,281

SIGNATURE

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.

						PENNYMAC MORTGAGE INVESTMENT TRUST
Dated: June 25, 2025						/s/ Daniel S. Perotti
						Daniel S. Perotti Senior Managing Director and Chief Financial Officer

FAQ

What were the voting results for PMT's trustee elections in June 2025?

In the June 24, 2025 Annual Meeting, three Class I trustees were elected: Scott W. Carnahan (37,982,634 votes for), Donna M. Corley (41,752,806 votes for), and Renee R. Schultz (41,617,958 votes for). All three trustees will serve until the 2028 Annual Meeting of Shareholders.

What was the shareholder participation rate at PMT's 2025 Annual Meeting?

Out of 87,010,608 total eligible voting shares, 71,281,828 shares were present in person or by proxy at the June 24, 2025 Annual Meeting, representing an 81.9% participation rate.

Did PMT shareholders approve the appointment of Deloitte & Touche as auditors for 2025?

Yes, shareholders strongly approved the appointment of Deloitte & Touche LLP as PMT's independent auditor for fiscal year 2025, with 70,177,800 votes in favor, 862,176 votes against, and 241,852 abstentions.

How did PMT shareholders vote on executive compensation in the 2025 Annual Meeting?

In the non-binding vote on executive compensation, shareholders showed strong support with 50,094,065 votes in favor, 3,847,363 votes against, and 333,119 abstentions. There were 17,007,281 broker non-votes.

What securities does PMT have listed on the NYSE as of June 2025?

PMT has multiple securities listed on NYSE: Common Shares (PMT), three series of Preferred Shares (PMT/PA at 8.125%, PMT/PB at 8.00%, PMT/PC at 6.75%), and three Senior Notes (PMTU at 8.50% due 2028, PMTV at 9.00% due 2030, and PMTW at 9.00% due 2030).