Ellington Credit Sets Date for its Annual Meeting of Shareholders
Ellington Credit (NYSE: EARN) has announced its 2024 Annual Meeting of Shareholders will be held on December 4, 2024, at 10:00 am ET via webcast. Over 92% of received votes support proposals to convert the company to a closed-end investment company under the Investment Company Act of 1940. However, due to shareholders who haven't voted, the Conversion Proposals haven't reached required approval threshold. The company's Board of Trustees and proxy advisory firms ISS and Glass Lewis recommend voting 'FOR' all proposals.
Ellington Credit (NYSE: EARN) ha annunciato che la sua Assemblea Annuale degli Azionisti si terrà il 4 dicembre 2024, alle 10:00 ET tramite webcast. Oltre il 92% dei voti ricevuti supportano le proposte per convertire la società in una società di investimento chiusa ai sensi dell'Investment Company Act del 1940. Tuttavia, a causa degli azionisti che non hanno votato, le Proposte di Conversione non hanno raggiunto la soglia di approvazione richiesta. Il Consiglio di Amministrazione della società e le società di consulenza per i proxy ISS e Glass Lewis raccomandano di votare 'A FAVORE' di tutte le proposte.
Ellington Credit (NYSE: EARN) ha anunciado que su Junta Anual de Accionistas se llevará a cabo el 4 de diciembre de 2024, a las 10:00 am ET a través de webcast. Más del 92% de los votos recibidos apoyan las propuestas para convertir la empresa en una sociedad de inversión cerrada bajo la Ley de Sociedades de Inversión de 1940. Sin embargo, debido a los accionistas que no han votado, las Propuestas de Conversión no han alcanzado el umbral de aprobación requerido. El Consejo de Administración de la empresa y las firmas de asesoría de proxy ISS y Glass Lewis recomiendan votar 'A FAVOR' de todas las propuestas.
엘링턴 크레딧 (NYSE: EARN)은 2024년 주주 총회를 2024년 12월 4일 오전 10시 ET에 웹캐스트를 통해 개최한다고 발표했습니다. 수신된 투표의 92% 이상이 1940년 투자 회사 법에 따라 회사를 폐쇄형 투자 회사로 전환하는 제안에 대해 지지하고 있습니다. 그러나 투표하지 않은 주주들로 인해 전환 제안은 필요한 승인 기준에 도달하지 못했습니다. 회사의 이사회와 프록시 자문 회사인 ISS 및 Glass Lewis는 모든 제안에 대해 '찬성' 투표를 권장합니다.
Ellington Credit (NYSE: EARN) a annoncé que son Assemblée Annuelle des Actionnaires se tiendra le 4 décembre 2024 à 10h00 ET via webcast. Plus de 92 % des votes reçus soutiennent les propositions de conversion de l'entreprise en société d'investissement fermée selon la Loi de 1940 sur les Sociétés d'Investissement. Cependant, en raison des actionnaires qui n'ont pas voté, les Propositions de Conversion n'ont pas atteint le seuil d'approbation requis. Le Conseil d'Administration de l'entreprise et les sociétés de conseil en vote ISS et Glass Lewis recommandent de voter 'EN FAVEUR' de toutes les propositions.
Ellington Credit (NYSE: EARN) hat die Durchführung seiner Jahreshauptversammlung 2024 für den 4. Dezember 2024 um 10:00 Uhr ET über Webcast angekündigt. Über 92 % der erhaltenen Stimmen unterstützen die Vorschläge zur Umwandlung des Unternehmens in eine geschlossene Investmentgesellschaft gemäß dem Investment Company Act von 1940. Aufgrund von Aktionären, die nicht abgestimmt haben, haben die Umwandlungsvorschläge jedoch nicht die erforderliche Genehmigungsschwelle erreicht. Der Vorstand des Unternehmens und die Proxy-Beratungsfirmen ISS und Glass Lewis empfehlen, allen Vorschlägen 'ZUSTIMMEN' zu stimmen.
- 92% of received votes support the conversion proposals
- Unanimous support from Board of Trustees and major proxy advisory firms (ISS and Glass Lewis)
- Insufficient total votes received to pass conversion proposals
- Additional shareholder participation needed for approval
Insights
The proposed conversion from a REIT to a regulated investment company (RIC) structure represents a significant strategic transformation for Ellington Credit. Despite
The shift to RIC status could enhance portfolio flexibility and potentially improve shareholder value through more diverse investment opportunities. However, the conversion may also impact dividend distribution requirements and tax implications for shareholders. The strong endorsement from proxy advisory firms ISS and Glass Lewis, along with the board's recommendation, suggests the transformation aligns with shareholder interests and industry best practices.
The regulatory transition from REIT to RIC status under the Investment Company Act of 1940 carries substantial legal and compliance implications. This conversion would subject Ellington to different regulatory oversight and modify its operational framework. The high threshold for shareholder approval reflects the material nature of these changes.
The company's careful adherence to SEC filing requirements and transparent communication about voting procedures demonstrates strong corporate governance. The explicit disclosure about vote status variability and shareholder rights to modify votes shows proper legal risk management. This transformation requires meticulous legal execution to ensure compliance with both REIT exit requirements and RIC qualification criteria.
Additional Affirmative Votes Still Needed for Passage of Conversion Proposals
Company’s Board of Trustees, ISS, and Glass Lewis All Recommend Shareholders Vote “For” Strategic Transformation
As of the close of business yesterday, over
The record date of the Annual Meeting, August 6, 2024 (the “Record Date”), remains unchanged. Shareholders who have already cast their votes do not need to take any action, unless they wish to change or revoke their prior proxy or voting instructions, and their votes will be counted at the rescheduled Annual Meeting.
Shareholders can vote quickly and efficiently by calling 1-877-787-9239.
The Company’s Board of Trustees, along with leading independent proxy advisory firms Institutional Shareholder Services Inc., and Glass, Lewis & Co., recommend that shareholders vote “FOR” all of the proposals included in the Proxy Statement.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The Proxy Statement was mailed to all shareholders of record as of the close of business on the Record Date that were entitled to receive notice of and vote at the Annual Meeting. In addition, the Proxy Statement is available free of charge at the SEC’s website located at www.sec.gov.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS SUCH DOCUMENTS AND FILINGS CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND THE MATTERS TO BE ACTED UPON AT THE ANNUAL MEETING.
THE COMPANY NOTES THAT ALL FIGURES RELATING TO THE CURRENT STATUS OF THE SHAREHOLDER VOTE ARE MADE AS OF THE DATE NOTED. SUCH FIGURES ARE SUBJECT TO CHANGE BASED ON A VARIETY OF FACTORS, INCLUDING THE ABILITY OF SHAREHOLDERS TO CHANGE OR REVOKE THEIR VOTES, WHICH THEY ARE ENTITLED TO DO AT ANY TIME PRIOR TO THE ANNUAL MEETING, AND THE COMPANY'S TABULATOR FINALIZING ITS REPORT.
About Ellington Credit Company
Ellington Credit Company, formerly known as Ellington Residential Mortgage REIT, was initially formed as a real estate investment trust ("REIT") that invested primarily in residential mortgage-backed securities ("MBS"). On March 29, 2024, the Company’s Board of Trustees approved a strategic transformation of its investment strategy to focus on corporate collateralized loan obligations (“CLOs”), with an emphasis on mezzanine debt and equity tranches (the "Strategic Transformation"). In connection with this transformation, the Company revoked its election to be taxed as a REIT effective January 1, 2024, and rebranded to Ellington Credit Company. The Company intends, subject to shareholder approval of the Conversion Proposals, to convert to a closed-end investment company registered under the Investment Company Act of 1940, as amended, which would be treated as a regulated investment company for federal income tax purposes under the Internal Revenue Code of 1986, as amended, and complete its transition from an MBS-focused company to a CLO-focused company later in 2024.
Ellington Credit Company is externally managed and advised by Ellington Credit Company Management LLC, an affiliate of Ellington Management Group, L.L.C. (collectively, “Ellington”).
Important Additional Information and Where to Find It
In connection with the Conversion Proposals and the Annual Meeting, the Company has filed with the SEC a definitive proxy statement on Schedule 14A, as amended by Amendment No. 1 thereto filed with the SEC on October 1, 2024 and Amendment No. 2 thereto filed with the SEC on October 23, 2024 (as further amended, supplemented or otherwise modified from to time, collectively, the "Proxy Statement"). The Proxy Statement contains important information about the Company, the Conversion Proposals and related matters. This release is for information purposes only and is not an offer to sell any securities and is not soliciting an offer to buy any securities. The information contained in this release does not constitute or form part of any offer for sale or subscription of or solicitation or invitation of any offer to buy or subscribe for any securities, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever.
This release relates to the Proxy Statement that the Company has filed with the SEC and mailed to shareholders. The information relates to the proposals for which the Company seeks shareholder approval in the Proxy Statement, including the Conversion Proposals (the “Proposals”). The Proxy Statement contains important information about the Company, Ellington, the Proposals and related matters. Shareholders are urged to read carefully and in their entirety all relevant documents filed with the SEC, including the Proxy Statement, as well as any amendments or supplements thereto, because they contain important information about the Company, Ellington, the Proposals and related matters. SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS THAT ARE FILED OR MAY BE FILED BY THE COMPANY WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, AND THE PROPOSALS. Shareholders will be able to obtain the documents filed with the SEC free of charge from the SEC’s website (www.sec.gov). Copies of the documents filed by the Company with the SEC are also available free of charge on the Company’s website at www.ellingtoncredit.com.
Participants in the Solicitation Relating to the Conversion Proposals
The Company and certain of its respective directors and executive officers and certain other affiliates of the Company may be deemed to be participants in the solicitation of proxies from the common shareholders of the Company in respect of the Conversion Proposals. Information regarding the Company and its trustees and executive officers and their ownership of common stock of the Company can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 12, 2024 and amended on April 12, 2024, and the Proxy Statement. These documents are available free of charge on the SEC’s website and from the Company, using the sources indicated above.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical in nature and can be identified by words such as "anticipate," "estimate," "will," "should," "may," "expect," "project," "believe," "intend," "seek," "plan" and similar expressions or their negative forms, or by references to strategy, plans, or intentions. Forward-looking statements are based on our beliefs, assumptions and expectations of our future operations, business strategies, performance, financial condition, liquidity and prospects, taking into account information currently available to us. These beliefs, assumptions, and expectations are subject to numerous risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations and strategies may vary materially from those expressed or implied in our forward-looking statements. The following factors are examples of those that could cause actual results to vary from those stated or implied by our forward-looking statements: changes in interest rates and the market value of the Company's investments, market volatility, changes in the default rates on corporate loans, the Company's ability to borrow to finance its assets, changes in government regulations affecting the Company's business, the Company's ability to maintain its exclusion from registration under the Investment Company Act of 1940, our ability to pivot our investment strategy to focus on collateralized loan obligations ("CLOs"), a deterioration in the CLO market, our ability to utilize our net operating loss carryforwards, our ability to convert to a closed end fund/RIC, including our ability to obtain shareholder approval of our conversion to a closed end fund/RIC, and other changes in market conditions and economic trends, such as changes to fiscal or monetary policy, heightened inflation, slower growth or recession, and currency fluctuations. Furthermore, as stated above, forward-looking statements are subject to numerous risks and uncertainties, including, among other things, those described under Item 1A of the Company's Annual Report on Form 10-K, which can be accessed through the link to the Company's SEC filings under "For Investors" on the Company's website (at www.ellingtoncredit.com) or at the SEC's website (www.sec.gov). Other risks, uncertainties, and factors that could cause actual results to differ materially from those projected or implied may be described from time to time in reports the Company files with the SEC, including reports on Forms 10-Q, 10-K and 8-K. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
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Investors:
Ellington Credit Company
Investor Relations
(203) 409-3773
info@ellingtoncredit.com
or
Media:
Amanda Shpiner/Grace Cartwright
Gasthalter & Co.
for Ellington Credit Company
(212) 257-4170
Ellington@gasthalter.com
Source: Ellington Credit Company
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