Hello, welcome to the Annual Meeting of shareholders of Cherry Hill Mortgage Investment Corporation. Please note that today's meeting is being recorded. During the meeting, we'll have a question- and- answer session. You can submit questions or comments at any time by clicking on the Message Q&A tab. It is now my pleasure to turn today's meeting over to Jay Lown, President and CEO. Jay, the floor is yours. Thank you. Good morning, ladies and gentlemen. My name is Jay Lown. I'm the President and CEO of Cherry Hill Mortgage Investment Corporation. I would like to welcome all of you to the Annual Meeting of Stockholders of Cherry Hill Mortgage Investment Corporation. I would like to begin the meeting by introducing the members of the Board, all of whom are in attendance. Joining me today are Mr. Bob Mercer, who chairs our Audit Committee and sits on our Nominating and Corporate Governance Committee. Mr. Joe Murin, who chairs our Nominating and Corporate Governance Committee, serves as Lead Outside Director, and sits on our Audit and Compensation Committees. Ms. Sharon Lee Cook, who chairs our Compensation Committee and sits on the Audit Committee. Mr. Dale Hoffman, who sits on the Compensation and Nominating and Corporate Governance Committees. Susan Healey, our General Counsel and Corporate Secretary, will act as the recording secretary of the meeting. Mr. Apeksha Patel, our Chief Financial Officer, is in attendance. Ms. Jeanette Rocha, a representative of our transfer agent and registrar Computershare, has been appointed to act as Inspector of Election. Ms. Rocha has subscribed and filed a note of office for purposes of this meeting. Mr. Jonathan Tomback, Partner with Ernst & Young LLP, and Mr. Steven Silvestri, Senior Manager with Ernst & Young LLP, our independent auditors, are also in attendance. During the question and answer period at the end of the meeting, they will be available to answer questions concerning the company's financial statements. We are conducting this meeting by means of the electronic platform provided by Computershare. That platform has been configured so as to replicate as much as possible the experience of attending our annual meeting in person. When you logged onto the meeting site, you were asked to register as a stockholder or as a guest. If you are a guest or you have not registered as a stockholder through the control number given to you in your proxy materials, you will not be able to ask questions during the Q&A period. We have also posted on the meeting site an agenda and rules of conduct for the annual meeting. We thank you for your cooperation with these rules. The recording secretary has delivered an affidavit of mailing establishing that notice of this meeting was duly given. A copy of the notice of meeting and the affidavit of mailing will be incorporated into the minutes of the meeting. All stockholders of record at the close of business on April 6th, 2026, are entitled to vote at this meeting, either electronically or by proxy. Our first order of business is to determine whether the shares represented at the meeting are sufficient to constitute a quorum for the purpose of transacting business. Sue, do you have a report on the quorum? Yes. According to Computershare, which has certified the list of stockholders, a total of 36,739,538 shares of common stock of the company are entitled to vote at this meeting. We are informed by Ms. Rocha that 22,829,528 shares of common stock, or approximately 62.14% of all of the shares entitled to vote at this meeting are in attendance or represented by proxy. Therefore, we have a quorum. Thank you, Sue. Because we have a quorum, I declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. The next order of business is a description of the matters to be voted on at today's meeting. The first proposal to be voted on is the election of five Directors to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The nominees' qualifications are described in this year's proxy statement. Based on the recommendation of the nominating and corporate governance committee, the Board has nominated for election the following persons as Directors of the company: Jeffrey Jay B. Lown II, Robert Mercer, Joseph Murin, Sharon Lee Cook, and Dale Hoffman. The second proposal is the approval on a non-binding advisory basis of the compensation of our named Executive Officers for the year ended December 31st, 2025. The say- on- pay proposal. The third proposal to be voted on is the ratification of Ernst & Young LLP to serve as the independent registered public accounting firm for the company for the fiscal year ending in December 31st, 2026. The last proposal to be voted on is the approval of a proposed amendment to the company's charter to remove the Board's exclusive power to amend the company's bylaws and give stockholders concurrent power to amend the company's bylaws, the proposed charter amendment. There were no stockholder nominations for Director or proposal for other business to be considered at this meeting filed with the company's secretary, as required by the advance notice requirements of the company's bylaws. As a result, the business of this meeting is limited to these four matters. The polls are open. You may vote electronically or by telephone at this time, prior to the announcement of the closing of the polls later in the meeting. Please remember that if you have already sent in your proxy card or voted by internet or telephone, your shares have been voted accordingly. You do not need to vote today unless you are voting for the first time or want to change your previous vote. If there is no other business to be brought before the meeting, please submit your electronic ballots. The polls are now closed. Will the Inspector of Election tabulate the voting results for each proposal voted on at this meeting? Will the Recording Secretary please report the results of the voting? We have been informed by the Inspector of Election that the proxies and ballots have been counted. Based upon the preliminary vote totals, the nominees for election to the Board of Directors have been elected. The say- on- pay proposal has been approved. The appointment of Ernst & Young LLP as our auditors for fiscal year 2026 has been ratified, and the proposed charter amendments did not receive the required number of affirmative votes from stockholders and has not been approved. The final vote will be included in the company's current report on Form 8-K and placed on our website as soon as it is available. Thank you, Susan. We have concluded the business part of the Annual Meeting, which is officially adjourned. We will now have a brief question- and- answer period. If there are no further questions, the 2026 annual meeting of the stockholders of Cherry Hill Mortgage Investment Corporation is closed. I would like to express my sincere appreciation to the stockholders who participated in this meeting, as well as those who submitted their proxies. Thank you. This concludes the meeting. You may now disconnect.
Loading workspace