TWO HARBORS INVESTMENT CORP.
For the period ended Jul 2, 2026. Filed Jul 6, 2026.
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Jul 2, 2026 · Filed Jul 6, 2026
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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) |
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| ¨ | 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 Exchange on Which Registered: |
|---|---|---|
| Common Stock, par value $0.01 per share | TWO | New York Stock Exchange |
| 8.125% Series A Cumulative Redeemable Preferred Stock | TWO PRA | New York Stock Exchange |
| 7.625% Series B Cumulative Redeemable Preferred Stock | TWO PRB | New York Stock Exchange |
| 7.25% Series C Cumulative Redeemable Preferred Stock | TWO PRC | New York Stock Exchange |
| 9.375% Senior Notes Due 2030 | TWOD | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. |
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On July 2, 2026, Two Harbors Investment Corp. (“TWO”) held a virtual special meeting of TWO’s common stockholders (the “Special Meeting”). At the Special Meeting, TWO’s common stockholders voted on and approved a proposal (the “CCM Merger Proposal”) to approve the merger of TWO with CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary of CCM (“Merger Sub”), pursuant to which TWO will become a wholly owned subsidiary of CCM (the “CCM Merger”), and the other transactions contemplated by the Agreement and Plan of Merger, dated as of March 27, 2026, by and among TWO, Merger Sub and CCM (as it may be amended from time to time). Prior to the Special Meeting, the Company delivered a definitive proxy statement (as thereafter supplemented, the “Proxy Statement”) to its common stockholders describing (i) the Special Meeting, (ii) the CCM Merger, (iii) the CCM Merger Proposal, (iv) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to TWO’s named executive officers that is based on or otherwise relates to the CCM Merger (the “Non-Binding Compensation Advisory Proposal”), (v) a proposal to approve any adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or otherwise in connection with, the approval of the CCM Merger Proposal (the “Adjournment Proposal”) and (vi) related information. The Proxy Statement was first mailed to TWO common stockholders on or about April 20, 2026, and was thereafter supplemented.
As of the close of business on April 15, 2026, the record date for the Special Meeting, there were 105,046,333 shares of TWO common stock, par value $0.01 per share, issued and outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 78,826,302 shares of TWO’s common stock were represented by proxy or by attending the Special Meeting, representing approximately 75% of TWO’s common stock outstanding as of the record date, which constituted a quorum to conduct business at the Special Meeting. Virtual attendance at the Special Meeting constituted presence in person for purposes of satisfying the quorum and voting requirements. The following are the final voting results tabulated by the independent inspector of elections of the Special Meeting, First Coast Results, Inc., on the CCM Merger Proposal, the Non-Binding Compensation Advisory Proposal and the Adjournment Proposal, each of which is more fully described in the Proxy Statement.
CCM Merger Proposal. The number of shares voted “For” or “Against,” as well as abstentions, with respect to the CCM Merger Proposal presented at the Special Meeting were:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 54,297,767 | 23,570,833 | 957,703 |
Non-Binding Compensation Advisory Proposal. The number of shares voted “For” or “Against,” as well as abstentions, with respect to the Non-Binding Compensation Advisory Proposal presented at the Special Meeting were:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 26,222,281 | 50,332,251 | 2,271,771 |
Adjournment Proposal. The number of shares voted “For” or “Against,” as well as abstentions, with respect to the Adjournment Proposal presented at the Special Meeting were:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 52,364,007 | 25,267,395 | 1,194,901 |
With respect to the Adjournment Proposal, although the Adjournment Proposal would have received sufficient votes to be approved, no motion was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.
Because each of the CCM Merger Proposal, the Non-Binding Compensation Advisory Proposal and the Adjournment Proposal were “non-routine” under applicable rules of the New York Stock Exchange, brokers, banks and other nominees who hold shares of TWO’s common stock in “street name” for their customers did not have discretionary authority to vote on any such proposals and were not able to vote on any such proposals absent instructions from the beneficial owner. Accordingly, there were not any broker non-votes at the Special Meeting.
| Item 8.01 | Other Events. |
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On July 2, 2026, TWO issued a press release announcing the results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.****
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Press Release, dated July 2, 2026 |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
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