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 21, 2015
 

REDWOOD TRUST, INC.
(Exact name of registrant as specified in its charter)

Maryland
 
001-13759
 
68-0329422
(State or other
jurisdiction of
incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)


One Belvedere Place
Suite 300
Mill Valley, California 94941
(Address of principal executive offices and Zip Code)

(415) 389-7373
(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

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 5.07.  Submission of Matters to a Vote of Security Holders
 
Redwood Trust, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders on May 19, 2015 (the “Annual Meeting”). There were 83,554,802 shares of Company common stock entitled to vote at the Annual Meeting.  There were three items voted upon at the Annual Meeting, with the voting results for each item set forth below.
 
Item 1.  During the Annual Meeting, stockholders voted to elect Richard D. Baum, Mariann Byerwalter, Douglas B. Hansen, Marty Hughes, Greg H. Kubicek, Karen R. Pallotta, Jeffrey T. Pero, Georganne C. Proctor, and Charles J. Toeniskoetter as directors to serve on the Board of Directors until the annual meeting of stockholders in 2016 and until their successors are duly elected and qualify.  The stockholders’ votes with respect to the election of directors were as follows:
 
Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Richard D. Baum
 
68,910,392
 
1,248,506
 
54,543
 
8,980,697
Mariann Byerwalter
 
68,916,983
 
1,244,141
 
52,317
 
8,980,697
Douglas B. Hansen
 
68,931,558
 
1,227,553
 
54,330
 
8,980,697
Marty Hughes
 
69,005,079
 
1,157,255
 
51,107
 
8,980,697
Greg H. Kubicek
 
68,929,432
 
1,231,833
 
52,175
 
8,980,697
Karen R. Pallotta
 
69,899,868
 
262,523
 
51,050
 
8,980,697
Jeffrey T. Pero
 
69,789,381
 
372,901
 
51,159
 
8,980,697
Georganne C. Proctor
 
69,883,264
 
278,740
 
51,437
 
8,980,697
Charles J. Toeniskoetter
 
68,898,751
 
1,262,232
 
52,458
 
8,980,697
 
Item 2.  During the Annual Meeting, stockholders voted to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2015. The stockholders’ votes with respect to the ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm were as follows:
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
77,998,416
 
1,119,380
 
76,342
 
 
Item 3.  During the Annual Meeting, stockholders voted on a non-binding advisory resolution to approve named executive officer compensation as disclosed in the annual proxy statement for the Annual Meeting. The stockholders’ votes with respect to approval of this advisory resolution were as follows:
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
69,107,644
 
966,856
 
138,941
 
8,980,697
 

   



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 thereunto duly authorized.

  
Date:  May 21, 2015
 
REDWOOD TRUST, INC.
 
 
 
 


 
 
By:
/s/ Andrew P. Stone
 
 
 
Name:  Andrew P. Stone
 
 
 
Title:    General Counsel and Secretary