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): May 15, 2015 (May 14, 2015)

Two Harbors Investment Corp.

(Exact name of registrant as specified in its charter)

590 Madison Avenue, 36th Floor

New York, New York 10022

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (612) 629-2500

Not Applicable

(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:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 14, 2015, Two Harbors Investment Corp. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Company’s Second Restated 2009 Equity Incentive Plan (the “Plan”). This stockholder approval effectuated, among other changes, an increase in the number of shares of common stock available for issuance under the Plan by 10,000,000 shares. The Board had previously approved the Plan on March 18, 2015, subject to stockholder approval.

A description of the Plan, as amended, is included on pages 31-37 the Company’s proxy statement filed with the Securities and Exchange Commission (“SEC”) on March 26, 2015 (the “Proxy Statement”), as supplemented by the additional proxy information filed with the SEC on April 27, 2015 (“Supplemental Information”). The description of the Plan set forth in the Proxy Statement and the Supplemental Information is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Plan, which is attached as Appendix A to the Proxy Statement.

Item 5.07  Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on May 14, 2015 in Naples, Florida for the purpose of (i) electing eights directors to serve on the Company’s board of directors until the 2016 Annual Stockholders Meeting, (ii) approving the advisory vote relating to executive compensation; (iii) approving the Two Harbors Second Restated 2009 Equity Incentive Plan; and (iv) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015.

Proposal 1 — Election of Directors

Each of the eight director nominees proposed by the Company’s board of directors was elected to serve as a director until the Company’s 2016 Annual Stockholders Meeting, or until his or her successor is duly elected and qualified. The voting results for each director nominee were as follows:

Proposal 2 — Advisory Vote Relating to Executive Compensation

Stockholders approved the advisory resolution on the Company’s executive compensation. The proposal received the following final voting results:

Proposal 3 — Approval of the Two Harbors Second Restated 2009 Equity Incentive Plan

Stockholders approved the Two Harbors Second Restated 2009 Equity Incentive Plan. The proposal received the following final voting results:

Proposal 4 — Ratification of Selection of Independent Registered Public Accounting Firm

Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015. The proposal received the following final voting results:

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SIGNATURES

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.

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