UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
March 24, 2022

CHIMERA INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)

Maryland
001-33796
26-0630461
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

630 Fifth Avenue,
Suite 2400
New York, New York
10111
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (212) 626-2300


(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:

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

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

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

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


Securities registered pursuant to Section 12(b) of the Act:

Title of each class
   Trading Symbol(s)
   Name of each exchange on which registered
 
  
 
  
 
Common Stock, par value $0.01 per share
   CIM
   New York Stock Exchange
8.00% Series A Cumulative Redeemable Preferred Stock
   CIM PRA
   New York Stock Exchange
8.00% Series B Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock
   CIM PRB
   New York Stock Exchange
7.75% Series C Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock
   CIM PRC
   New York Stock Exchange
8.00% Series D Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock
   CIM PRD
   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).            

Emerging growth company      ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.           ⃞


Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On March 24, 2022, John P. Reilly, an independent member of the Board of Directors (the “Board”) of Chimera Investment Corporation (the “Company”), notified the Company that he will not stand for re-election at the Company’s 2022 Annual Meeting of Stockholders.  His term will end on the day of the Company’s 2022 Annual Meeting of Stockholders.  The Board expects that the Board will be decreased in size from nine to eight and the number of Class III directors from three to two at that time. This transition is not a result of any disagreement between Mr. Reilly and the Company.
 
Item 7.01.  Regulation FD Disclosure
 
A copy of the press release (the “Press Release”) announcing the retirement of Mr. Reilly from the Board of the Company is attached hereto and furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
The Press Release is being furnished pursuant to Item 7.01, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 
Item 9.01.  Financial Statements and Exhibits
 
(d)
Exhibits
   
Exhibit No.
Description
   
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.
 
 
 
 Chimera Investment Corporation
 
 
 
 
 
 
 
 
 
 
 
 
 
 By:
 /s/ Phillip J. Kardis II
 
 
 Name:
Phillip J. Kardis II
 
 
 Title:
 Chief Legal Officer
 

Date: March 25, 2022
 
Exhibit 99.1

Chimera Investment Corporation Announces Retirement of Independent Director

NEW YORK--(BUSINESS WIRE)--March 25, 2022--Chimera Investment Corporation (NYSE: CIM) (the "Company") announced today that on March 24, 2022, John P. Reilly, an independent member of the Board of Directors (the “Board”) of the Company since April 2010, notified the Company that he will not stand for re-election at the Company’s 2022 Annual Meeting of Stockholders. Mr. Reilly’s term will end at the conclusion of the Company’s 2022 Annual Meeting Date.

“The Company thanks Mr. Reilly for his many years of service. Mr. Reilly has been a key component of our success having been a member of our Nominating/Corporate Governance Committee and our Compensation Committee and served on those committees with distinction. We are sad to see him go and wish him the best,” says Gerry Creagh, the Company’s Chairman of the Board.

About Chimera Investment Corporation

We are a publicly traded REIT that is primarily engaged in the business of investing in a diversified portfolio of real estate assets, including mortgage loans, Agency RMBS, Non-Agency RMBS, Agency CMBS, and other real estate assets.

Please visit www.chimerareit.com for additional information about the Company.

Contacts

Investor Relations
888-895-6557
www.chimerareit.com