---
schema_version: "secwatch.filing_event.v1"
accession: "0001560672-23-000048"
form_type: "8-K"
ticker: "EARN"
cik: "0001560672"
company_name: "Ellington Credit Co"
filed_at: "2023-05-16T23:59:59+00:00"
generated_at: "2026-06-14T23:39:58.403850+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Shareholders elect all six trustees, approve say-on-pay, auditor, and 2023 equity plan

## Summary
- All six trustee nominees elected; votes for ranged from 2.72M to 3.64M.
- Advisory say-on-pay passed with 3.13M for vs 0.39M against.
- Ratification of PricewaterhouseCoopers as auditor approved with 9.15M for.
- 2023 Equity Incentive Plan approved with 2.39M for vs 1.17M against.
- Broker non-votes: 5.77M on all proposals except auditor ratification.

## SEC filing metadata
- accession: 0001560672-23-000048
- form_type: 8-K
- ticker: EARN
- cik: 0001560672
- company_name: Ellington Credit Co
- filed_at: 2023-05-16T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1560672/000156067223000048/0001560672-23-000048-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1560672/000156067223000048/earn-20230516.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001560672-23-000048
- JSON: https://secwatch.observer/filing/0001560672-23-000048.json
- Plain text: https://secwatch.observer/filing/0001560672-23-000048.txt

## Key facts
- Shareholder Votes
  Ellington Credit Co shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm at the 2023-05-16 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: Proposal 3: Ratification of the Appointment of the Company's Independent Registered Public Accountants Votes regarding the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 were as follows: For Against Abstentions Broker Non-Votes 9,146,511 110,599 191,641 * * No broker non-votes arose in connection with this proposal due to the fact that the proposal was considered “routine” under New York Stock Exchange Rules.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1560672/000156067223000048/0001560672-23-000048-index.htm
- Shareholder Votes
  Ellington Credit Co shareholders approved Election of six trustees at the 2023-05-16 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: Proposal 1: Election of Trustees Votes regarding the election of six trustees, each of whom was elected for a term expiring at the 2024 annual meeting or until such time as his or her successor is elected and qualified, were as follows: For Withheld Broker Non-Votes Robert B. Allardice, III 2,900,199 905,340 5,767,410 Mary McBride 3,038,996 766,543 5,767,410 David J. Miller 2,908,089 897,450 5,767,410 Laurence E. Penn 3,638,189 167,350 5,767,410 Ronald I. Simon, Ph.D. 2,721,425 1,084,114 5,767,410 Michael W. Vranos 3,583,726 221,813 5,767,410
  evidence_url: https://www.sec.gov/Archives/edgar/data/1560672/000156067223000048/0001560672-23-000048-index.htm
- Shareholder Votes
  Ellington Credit Co shareholders approved Approval of the Ellington Residential Mortgage REIT 2023 Equity Incentive Plan at the 2023-05-16 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: Proposal 4: Approval of the Ellington Residential Mortgage REIT 2023 Equity Incentive Plan Votes on a proposal to approve the adoption of the Ellington Residential Mortgage REIT 2023 Equity Incentive Plan were as follows: For Against Abstentions Broker Non-Votes 2,391,555 1,167,781 122,005 5,767,410
  evidence_url: https://www.sec.gov/Archives/edgar/data/1560672/000156067223000048/0001560672-23-000048-index.htm
- Shareholder Votes
  Ellington Credit Co shareholders approved Advisory vote to approve executive compensation at the 2023-05-16 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: Proposal 2: Advisory (Non-Binding) “Say on Pay” Vote to Approve Executive Compensation Votes on a proposal to approve, on an advisory basis, the compensation of the Company's named executive officers were as follows: For Against Abstentions Broker Non-Votes 3,131,678 391,338 158,325 5,767,410
  evidence_url: https://www.sec.gov/Archives/edgar/data/1560672/000156067223000048/0001560672-23-000048-index.htm

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