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Redwood Trust (RWT) investors approve 8.5M-share incentive plan boost and all directors

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

Redwood Trust, Inc. reported results of its 2026 Annual Meeting of Stockholders. Stockholders approved an amendment to the Company’s 2014 Incentive Award Plan to increase the shares available for issuance by 8,500,000 shares of common stock, expanding the equity pool for employee and director awards.

All eight director nominees were elected to serve until the 2027 annual meeting, each receiving over 78 million votes in favor. Stockholders also ratified the appointment of Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026, with 102,402,420 votes in favor. A non-binding advisory resolution approving named executive officer compensation passed with 77,832,360 votes for.

There were 124,994,931 shares of common stock entitled to vote at the meeting, and each proposal received substantial support, including approval of the incentive plan amendment with 78,222,232 votes for versus 2,587,891 against.

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.
Incentive Plan share increase 8,500,000 shares Additional shares available for issuance under 2014 Incentive Award Plan
Shares entitled to vote 124,994,931 shares Common stock entitled to vote at 2026 Annual Meeting
Auditor ratification votes for 102,402,420 votes Ratification of Grant Thornton LLP for year ending December 31, 2026
Say-on-pay votes for 77,832,360 votes Advisory approval of named executive officer compensation
Incentive Plan amendment votes for 78,222,232 votes Approval of amendment increasing Incentive Plan share pool
Director vote example 80,349,364 votes for Election of director Faith A. Schwartz
Incentive Plan financial
"to increase the number of shares available for issuance under the Incentive Plan"
non-binding advisory resolution financial
"stockholders voted on the non-binding advisory resolution to approve named executive officer compensation"
A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.
independent registered public accounting firm financial
"to ratify the appointment of Grant Thornton 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
"For Against Abstentions Broker Non-Votes"
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.
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders on May 19, 2026"
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 19, 2026

 

 

 

REDWOOD TRUST, INC.

(Exact name of registrant as specified in its charter)

 

Maryland

(State or other jurisdiction
of incorporation)

001-13759

(Commission
File Number)

68-0329422

(I.R.S. Employer
Identification No.)

 

One Belvedere Place
Suite 300
Mill Valley, California 94941
(Address of principal executive offices and Zip Code)

 

(415) 389-7373
(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 (see General Instruction A.2. below):

 

¨ 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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. ¨

 

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 stock, par value $0.01 per share RWT New York Stock Exchange
10% Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock, par value $0.01 per share RWT PRA New York Stock Exchange
9.125% Senior Notes Due 2029 RWTN New York Stock Exchange
9.0% Senior Notes Due 2029 RWTO New York Stock Exchange
9.125% Senior Notes Due 2030 RWTP New York Stock Exchange
9.500% Senior Notes Due 2030 RWTQ New York Stock Exchange

 

 

 

 

 

 

Item 5.02. (e) Compensatory Arrangements of Certain Employees

 

Redwood Trust, Inc. (“the Company”) held its 2026 Annual Meeting of Stockholders on May 19, 2026 (the “Annual Meeting”). During the Annual Meeting, stockholders voted to approve an amendment (the “Amendment”) to the Company’s Second Amended and Restated 2014 Incentive Award Plan (the “Incentive Plan”) to increase the number of shares available for issuance under the Incentive Plan by 8,500,000 shares of common stock. With both stockholder approval of the Amendment and prior approval by the Company’s Board of Directors, the number of shares available for issuance under the Incentive Plan, as amended by the Amendment, will increase by 8,500,000 shares of common stock.

 

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

 

As noted above, the Company held its Annual Meeting on May 19, 2026. There were 124,994,931 shares of Company common stock entitled to vote at the Annual Meeting. There were four items voted upon at the Annual Meeting, with the voting results for each item set forth below.

 

Item 1.           During the Annual Meeting, stockholders voted to elect Greg H. Kubicek, Christopher J. Abate, Doneene K. Damon, Armando Falcon, Douglas B. Hansen, Debora D. Horvath, Dashiell I. Robinson, and Faith A. Schwartz as directors to serve on the Board of Directors until the annual meeting of stockholders in 2027 and until their successors are duly elected and qualify. The stockholders’ votes with respect to the election of directors were as follows:

 

Nominee  For   Against   Abstain   Broker
Non-Votes		 
Greg H. Kubicek  78,131,734   3,088,538   153,137   24,490,760 
Christopher J. Abate  80,131,852   1,087,586   153,971   24,490,760 
Doneene K. Damon  79,896,685   1,299,872   176,852   24,490,760 
Armando Falcon  79,876,488   1,341,110   155,811   24,490,760 
Douglas B. Hansen  80,073,974   1,142,976   156,459   24,490,760 
Debora D. Horvath  78,785,557   2,433,183   154,669   24,490,760 
Dashiell I. Robinson  79,497,267   1,713,019   163,123   24,490,760 
Faith A. Schwartz  80,349,364   852,352   171,693   24,490,760 

 

Item 2.           During the Annual Meeting, stockholders voted to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The stockholders’ votes with respect to the ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm were as follows:

 

For   Against   Abstentions   Broker Non-Votes 
102,402,420   3,293,418   168,330   0 

 

 

 

Item 3.           During the Annual Meeting, stockholders voted on the non-binding advisory resolution to approve named executive officer compensation as disclosed in the annual proxy statement for the Annual Meeting. The stockholders’ votes with respect to approval of this advisory resolution were as follows:

 

For   Against   Abstentions   Broker Non-Votes 
77,832,360   3,149,440   391,608   24,490,760 

 

Item 4.           As noted in Item 5.02(e) above, during the Annual Meeting, stockholders voted to approve an Amendment to the Company’s Incentive Plan to increase the number of shares available for issuance under the Incentive Plan by 8,500,000 shares of common stock. The stockholders’ votes with respect to this Amendment of the Incentive Plan were as follows:

 

For   Against   Abstentions   Broker Non-Votes 
78,222,232   2,587,891   563,285   24,490,760 

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit 10.1Redwood Trust, Inc. Amendment to Second Amended and Restated 2014 Incentive Award Plan

 

104       Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

 

 

 

SIGNATURES

 

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 thereunto duly authorized.

 

Date:  May 19, 2026

 REDWOOD TRUST, INC.
     
  By: /s/ Andrew P. Stone 
    Name: Andrew P. Stone
    Title: Executive Vice President, Chief Legal Officer, and Secretary

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Redwood Trust (RWT) stockholders approve regarding the Incentive Plan?

Stockholders approved an amendment increasing the shares available under Redwood Trust’s 2014 Incentive Award Plan by 8,500,000 shares of common stock. This expands the equity compensation pool for future awards to employees, directors, and other eligible participants.

How many Redwood Trust (RWT) shares were entitled to vote at the 2026 Annual Meeting?

A total of 124,994,931 shares of Redwood Trust common stock were entitled to vote at the 2026 Annual Meeting. These shares determined the maximum potential voting power across all proposals presented to stockholders.

Were all Redwood Trust (RWT) director nominees elected at the 2026 Annual Meeting?

Yes, all eight nominated directors were elected to the Board to serve until the 2027 annual meeting. Each nominee, including Greg H. Kubicek and Faith A. Schwartz, received more votes “For” than “Against” from stockholders.

Which audit firm did Redwood Trust (RWT) stockholders ratify for 2026?

Stockholders ratified Grant Thornton LLP as Redwood Trust’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 102,402,420 votes for, with relatively few votes against or abstaining.

Did Redwood Trust (RWT) stockholders approve executive compensation at the 2026 meeting?

Yes, stockholders approved the non-binding advisory resolution on named executive officer compensation. The proposal received 77,832,360 votes for, compared with 3,149,440 against and 391,608 abstentions, plus broker non-votes.

How did Redwood Trust (RWT) stockholders vote on the Incentive Plan amendment?

The Incentive Plan amendment passed with 78,222,232 votes for, 2,587,891 votes against, and 563,285 abstentions, along with broker non-votes. This approval authorizes the additional 8,500,000 shares for future incentive awards.

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