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
Ellington Credit Company (NYSE: EARN) (the "Company") today
announced that its 2024 Annual Meeting of Shareholders (the "Annual
Meeting") will be held on Wednesday, December 4, 2024, at 10:00 am,
Eastern Time, via live webcast at
www.virtualshareholdermeeting.com/EARN2024.
As of the close of business yesterday, over 92% of votes
received have been cast in favor of each of the proposals that
would allow the Company 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 (such proposals, the "Conversion Proposals").
However, given the number of shareholders who have not yet voted at
all, the Conversion Proposals have not yet received the number of
affirmative votes required for passage. 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.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241120634221/en/
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
Ellington Credit (NYSE:EARN)
過去 株価チャート
から 10 2024 まで 11 2024
Ellington Credit (NYSE:EARN)
過去 株価チャート
から 11 2023 まで 11 2024
