UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 8, 2023
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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Commission File Number:
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(IRS Employer Identification No.)
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(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On March 8, 2023, Ms. Sharon Lee Cook was appointed to the Board of Directors (the “Board”) of Cherry Hill Mortgage Investment Corporation (the “Company”) to serve out
the term of Ms. Regina Lowrie who passed away on January 1, 2023. At the same time, Ms. Cook was appointed to serve on the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committees of the Board. She will serve as
the Chairman of the Compensation Committee of the Board. Ms. Cook is independent under the standards of the New York Stock Exchange. There are no transactions or relationships involving Ms. Cook and the Company that are required to be disclosed
pursuant to Item 404 of Regulation S-K. Ms. Cook will participate in the same compensation programs as the other non-management directors.
As a result of Ms. Cook’s appointment to the Board, the Company has regained compliance with Section 303A.07(a) of the New York Stock Exchange (“NYSE”) Listed Company
Manual (the “Listed Company Manual”), which requires that the audit committee of a NYSE-listed company consist of at least three members, each of whom is an independent director.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
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CHERRY HILL MORTGAGE INVESTMENT CORPORATION
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Date: March 13, 2023
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By:
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/s/ Michael Hutchby |
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Name:
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Michael Hutchby
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Title:
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Chief Financial Officer
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