UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1) 

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 25, 2016

PennyMac Mortgage Investment Trust

(Exact name of registrant as specified in its charter)

(818) 224-7442

(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:

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) is an amendment to the Current Report on Form 8-K of PennyMac Mortgage Investment Trust originally filed with the Securities and Exchange Commission on May 27, 2016 (the “Original Filing”). This Form 8-K/A is being filed to clarify that the election of trustees as disclosed in Item 5.07 of the Original Filing was solely with respect to the Class I trustees. Accordingly, this Form 8-K/A amends and restates in its entirety Item 5.07 of the Original Filing.

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

On May 25, 2016, PennyMac Mortgage Investment Trust (the “Company”) held its Annual Meeting of Shareholders (the “Meeting”) in Westlake Village, California for the purpose of: (i) electing two (2) Class I trustees to serve on the Company’s board of trustees (the “Board”) until its 2019 Annual Meeting of Shareholders; (ii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016; and (iii) approving, by non-binding vote, the Company’s executive compensation. The total number of common shares of beneficial interest entitled to vote at the Meeting was 69,066,949, of which 60,012,927 shares, or 86.89%, were present in person or by proxy.

Proposal 1: The election of two (2) Class I trustees to serve on the Board until the 2019 Annual Meeting of Shareholders.

All Class I trustee nominees were elected. The other continuing trustees of the Company are Stanford L. Kurland, David A. Spector, Preston DuFauchard, Nancy McAllister, Stacey D. Stewart, Randall D. Hadley and Clay A. Halvorsen.

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2016.

Proposal 3: Approval, by non-binding vote, of the Company’s executive compensation.

Further information regarding these proposals is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 8, 2016.

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.