{"url_path":"/sec/two/8-k/2026-07-06/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1465740/0001104659-26-080748-index.html","accession_number":"0001104659-26-080748","cik":"0001465740","ticker":"TWO","issuer_name":"TWO HARBORS INVESTMENT CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1465740/0001104659-26-080748-index.html","primary_entity_key":"0001465740","primary_entity_name":"TWO HARBORS INVESTMENT CORP."},"word_count":649,"has_tables":true,"body_markdown":"Item 5.07\nSubmission of Matters to a Vote of Security Holders.\n\n \n\nOn July 2, 2026, Two Harbors\nInvestment Corp. (“TWO”) held a virtual special meeting of TWO’s common stockholders (the “Special Meeting”).\nAt the Special Meeting, TWO’s common stockholders voted on and approved a proposal (the “CCM Merger Proposal”) to approve\nthe merger of TWO with CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary\nof CCM (“Merger Sub”), pursuant to which TWO will become a wholly owned subsidiary of CCM (the “CCM Merger”),\nand the other transactions contemplated by the Agreement and Plan of Merger, dated as of March 27, 2026, by and among TWO, Merger Sub\nand CCM (as it may be amended from time to time). Prior to the Special Meeting, the Company delivered a definitive proxy statement (as\nthereafter supplemented, the “Proxy Statement”) to its common stockholders describing (i) the Special Meeting, (ii) the CCM\nMerger, (iii) the CCM Merger Proposal, (iv) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid\nor become payable to TWO’s named executive officers that is based on or otherwise relates to the CCM Merger (the “Non-Binding\nCompensation Advisory Proposal”), (v) a proposal to approve any adjournment of the Special Meeting to a later date or dates, if\nnecessary or appropriate, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or otherwise\nin connection with, the approval of the CCM Merger Proposal (the “Adjournment Proposal”) and (vi) related information. The\nProxy Statement was first mailed to TWO common stockholders on or about April 20, 2026, and was thereafter supplemented.\n\n \n\nAs of the close of business\non 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,\nissued and outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 78,826,302 shares of TWO’s common stock\nwere represented by proxy or by attending the Special Meeting, representing approximately 75% of TWO’s common stock outstanding\nas of the record date, which constituted a quorum to conduct business at the Special Meeting. Virtual attendance at the Special Meeting\nconstituted presence in person for purposes of satisfying the quorum and voting requirements. The following are the final voting results\ntabulated by the independent inspector of elections of the Special Meeting, First Coast Results, Inc., on the CCM Merger Proposal, the\nNon-Binding Compensation Advisory Proposal and the Adjournment Proposal, each of which is more fully described in the Proxy Statement.\n\n \n\n**CCM Merger Proposal**.\nThe number of shares voted “For” or “Against,” as well as abstentions, with respect to the CCM Merger Proposal\npresented at the Special Meeting were:\n\n \n\nFOR \nAGAINST \nABSTAIN\n\n54,297,767 \n23,570,833 \n957,703\n\n** **\n\n**Non-Binding Compensation\nAdvisory Proposal**. The number of shares voted “For” or “Against,” as well as abstentions, with respect\nto the Non-Binding Compensation Advisory Proposal presented at the Special Meeting were:\n\n \n\nFOR \nAGAINST \nABSTAIN\n\n26,222,281 \n50,332,251 \n2,271,771\n\n \n\n**Adjournment Proposal**.\nThe number of shares voted “For” or “Against,” as well as abstentions, with respect to the Adjournment Proposal\npresented at the Special Meeting were:\n\n \n\nFOR \nAGAINST \nABSTAIN\n\n52,364,007 \n25,267,395 \n1,194,901\n\n \n\nWith respect to the Adjournment\nProposal, although the Adjournment Proposal would have received sufficient votes to be approved, no motion was made because the adjournment\nof the Special Meeting was determined not to be necessary or appropriate.\n\n \n\nBecause each of the CCM Merger\nProposal, the Non-Binding Compensation Advisory Proposal and the Adjournment Proposal were “non-routine” under applicable\nrules of the New York Stock Exchange, brokers, banks and other nominees who hold shares of TWO’s common stock in “street name”\nfor their customers did not have discretionary authority to vote on any such proposals and were not able to vote on any such proposals\nabsent instructions from the beneficial owner. Accordingly, there were not any broker non-votes at the Special Meeting.\n\n \n\n 2"}