---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-061836"
form_type: "8-K"
ticker: "TWO"
cik: "0001465740"
company_name: "TWO HARBORS INVESTMENT CORP."
filed_at: "2023-05-17T23:59:59+00:00"
generated_at: "2026-06-14T22:17:17.015209+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Two Harbors annual meeting: directors elected, say-on-pay and auditor ratified

## Summary
- All eight board nominees elected; each received >50M votes for vs. <7M against.
- Advisory vote on executive compensation passed: 57.5M for, 1.5M against.
- Shareholders chose 'every year' for future advisory votes on exec comp (58.3M votes).
- Ratification of Ernst & Young as independent auditor approved: 72.7M for, 0.7M against.

## SEC filing metadata
- accession: 0001104659-23-061836
- form_type: 8-K
- ticker: TWO
- cik: 0001465740
- company_name: TWO HARBORS INVESTMENT CORP.
- filed_at: 2023-05-17T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1465740/000110465923061836/0001104659-23-061836-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1465740/000110465923061836/tm2316131d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-061836
- JSON: https://secwatch.observer/filing/0001104659-23-061836.json
- Plain text: https://secwatch.observer/filing/0001104659-23-061836.txt

## Key facts
- Shareholder Votes
  TWO HARBORS INVESTMENT CORP. shareholders approved Ratification of Selection of Independent Registered Public Accounting Firm at the 2023-05-17 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-17
  source text: Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The voting results were as follows: For Against Abstain 72,695,736 741,453 376,112
  evidence_url: https://www.sec.gov/Archives/edgar/data/1465740/000110465923061836/0001104659-23-061836-index.htm
- Shareholder Votes
  TWO HARBORS INVESTMENT CORP. shareholders approved Advisory Vote on the Frequency of Future Advisory Votes Relating to Executive Compensation at the 2023-05-17 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-17
  source text: Stockholders voted to have the Company hold an advisory vote on executive compensation every year. The voting results were as follows: Every Year Every Two Years Every Three Years Abstain Broker Non-Votes 58,279,901 204,283 596,034 298,783 14,416,300
  evidence_url: https://www.sec.gov/Archives/edgar/data/1465740/000110465923061836/0001104659-23-061836-index.htm
- Shareholder Votes
  TWO HARBORS INVESTMENT CORP. shareholders approved Advisory Vote Relating to Executive Compensation at the 2023-05-17 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-17
  source text: Stockholders approved the advisory resolution on the Company’s executive compensation. The voting results were as follows: For Against Abstain Broker Non-Votes 57,491,115 1,527,011 378,875 14,416,300
  evidence_url: https://www.sec.gov/Archives/edgar/data/1465740/000110465923061836/0001104659-23-061836-index.htm
- Shareholder Votes
  TWO HARBORS INVESTMENT CORP. shareholders approved Election of eight directors at the 2023-05-17 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-17
  source text: On May 17, 2023, Two Harbors Investment Corp. (the “Company”) held its Annual Meeting of Stockholders for the purpose of: (i) electing eight directors to serve on the Company’s board of directors until the 2024 Annual Meeting of Stockholders; (ii) holding an advisory vote relating to executive compensation; (iii) holding an advisory vote on the frequency of future advisory votes relating to executive compensation; and (iv) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1465740/000110465923061836/0001104659-23-061836-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.