Ellington Residential Mortgage REIT amends bylaws for SEC proxy rule compliance and exclusive forum

Ellington Credit Co

Bylaws updated to comply with SEC Rule 14a-19, requiring shareholders soliciting proxies to support nominees with at least 67% voting power.
Shareholder meeting provisions clarified: remote meetings permitted, white proxy card reserved for Board, and nominee info requirements expanded.
New exclusive forum clause requires most derivative and fiduciary litigation to be filed in Maryland state or federal court.
Board quorum and notice requirements temporarily reducible during a catastrophe or emergency.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Ellington Credit Co: Adopted Second Amended and Restated Bylaws to update shareholder meeting provisions, board emergency quorum, committees, and exclusive forum (effective 2023-01-05).

Change: bylaw amendment
Effective: 2023-01-05

Exact text from the filing

On January 5, 2023, the Board of Trustees (the “Board”) of Ellington Residential Mortgage REIT (the “Company”) approved and adopted the Company’s Second Amended and Restated Bylaws (the “Second Amended and Restated Bylaws”) to, among other things, update provisions relating to shareholder meetings to ensure compliance with federal proxy rules, including Rule 14a-19 under the Securities Exchange Act of 1934, as amended. The Second Amended and Restated Bylaws became effective upon adoption by the Board.

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Ellington Credit Co filing history →

Source: SEC EDGAR

accession 0001560672-23-000003

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