Attached files
| file | filename |
|---|---|
| 8-K - 8-K CHARTER AMENDEMENTS - TWO HARBORS INVESTMENT CORP. | a8-kcharteramendments11220.htm |
| EX-99.1 - PRESS RELEASE OF TWO HARBORS INVESTMENT CORP., DATED NOVEMBER 2, 2017. - TWO HARBORS INVESTMENT CORP. | finaldistributionratiofo.htm |
| EX-3.1 - ARTICLES OF AMENDMENT TO THE CHARTER OF TWO HARBORS INVESTMENT CORP., EFFECTIVE - TWO HARBORS INVESTMENT CORP. | ex31articlesofamendmentt.htm |
Exhibit 3.2
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF AMENDMENT AND RESTATEMENT OF
TWO HARBORS INVESTMENT CORP.
Two Harbors Investment Corp., a Maryland corporation (the “Corporation”), hereby
certifies to the State Department of Assessments and Taxation of Maryland (the “Department”)
that:
FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that
upon the Effective Time (as defined below), the par value of the shares of common stock of the
Corporation issued and outstanding immediately prior to the Effective Time shall be decreased
from $0.02 per share to $0.01 per share.
SECOND: The charter of the Corporation is hereby further amended by deleting the
existing Section 6.1 of Article VI in its entirety and replacing it to read as follows:
“Section 6.1 Authorized Shares. The Corporation has authority to issue 500,000,000
shares of stock, consisting of 450,000,000 shares of Common Stock, $0.01 par value per share
(“Common Stock), and 50,000,000 shares of Preferred Stock, $0.01 par value per share
(“Preferred Stock”). The aggregate par value of all authorized shares of stock having par value
is $5,000,000. If shares of one class of stock are classified or reclassified into shares of another
class of stock pursuant to Section 6.2, 6.3 or 6.4 of this Article VI, the number of authorized
shares of the former class shall be automatically decreased and the number of shares of the latter
class shall be automatically increased, in each case by the number of shares so classified or
reclassified, so that the aggregate number of shares of stock of all classes that the Corporation
has authority to issue shall not be more than the total number of shares of stock set forth in first
sentence of this paragraph. The Board of Directors, with the approval of a majority of the entire
Board and without any action by the stockholders of the Corporation, may amend the Charter
from time to time to increase or decrease the aggregate number of shares of stock or the number
of shares of stock of any class or series that the Corporation has authority to issue.”
THIRD: The foregoing amendment to the Charter was approved by a majority of the
entire Board of Directors of the Corporation as required by the Maryland General Corporation
Law (the “MGCL”). The amendments set forth herein are limited to changes expressly
authorized to be made without action by the stockholders of the Corporation by, as applicable,
(a) Section 2-105(a)(13) of the MGCL and the charter of the Corporation; or (b) Section 2-
605(a)(2) of the MGCL.
FOURTH: These Articles of Amendment shall be effective at 5:02 p.m. Eastern Standard
Time on November 1, 2017 (the “Effective Time”).
FIFTH: The undersigned officer of the Corporation acknowledges these Articles of
Amendment to be the corporate act of the Corporation and, as to all matters or facts required to
be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge,
information and belief, these matters and facts are true in all material respects and that this
statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to
be signed in its name and on its behalf by its President and Chief Executive Officer and attested
to by its Secretary on this 27th day of October, 2017.
ATTEST:
By: /s/ Rebecca B. Sandberg
Name: Rebecca B. Sandberg
Title: Secretary and General Counsel
TWO HARBORS INVESTMENT CORP.
By: /s/ Thomas E. Siering
Name: Thomas E. Siering
Title: Chief Executive Officer and President