UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. |
(d) Election of Trustee. On May 25, 2021, the Board of Trustees (the “Board”) of PennyMac Mortgage Investment Trust (the “Company”) elected Renee R. Schultz as an independent Class I Trustee. Ms. Schultz will serve until the Company’s next annual meeting of shareholders in the year indicated for such trustee’s class and until her successor is duly elected and qualified or until her earlier death, resignation or removal. Ms. Schultz will also serve on the Compensation Committee and the Finance Committee of the Company’s Board.
In consideration for her services as a trustee, Ms. Schultz will be entitled to receive compensation on the same terms and in the same amounts as the other independent trustees. Accordingly, Ms. Schultz will receive an annual base retainer of $90,000, as well as additional annual committee retainers of $7,750 for serving on each of the Compensation and the Finance Committees.
In connection with her election to the Board, Ms. Schultz will receive a one-time equity grant of $102,000 in restricted share units under the Company’s 2019 Equity Incentive Plan (the “Plan”) with such amount to be prorated based on days of service on the Board during the annual equity award cycle. The restricted share units shall vest in three equal installments on the first, second and third anniversaries of the grant date, subject to continued service through such vesting date, and is entitled to dividend equivalents throughout the vesting period. In addition, Ms. Schultz will enter into an indemnification agreement with the Company in the same form that the Company has entered into with its other trustees. There are no other arrangements or understandings pursuant to which Ms. Schultz was elected as a trustee, and there are no related party transactions between the Company and Ms. Schultz.
| Item 8.01 | Other Events. |
On May 25, 2021, the Company also issued a press release announcing the election of Ms. Schultz as referenced in Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release, dated May 25, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PENNYMAC MORTGAGE INVESTMENT TRUST | ||||||
| Dated: May 25, 2021 | /s/ Daniel S. Perotti | |||||
| Daniel S. Perotti Senior Managing Director and Chief Financial Officer | ||||||