Eagle Point Income Co PRE 14A, filed Dec 22, 2025

Eagle Point Income Co (EIC)

PRE 14A 2025-12-22 For: 2026-02-26

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Added on October 20, 2026

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	●	The date, time and location of the meeting;
	●	A list of the matters intended to be acted on and the recommendation of the Company’s Board of Directors regarding those matters; and
	●	Any control/identification numbers that you need to access your proxy card, as applicable.

	By order of the Board of Directors of the Company,

	/s/ Courtney B. Fandrick
	Courtney B. Fandrick
	Secretary
	Greenwich, CT

	Current	Following Conversion
Capital Structure	The Company’s authorized stock consists of: ●      150,000,000 shares of common stock, par value $0.001 per share; and ●      20,000,000 shares of Preferred Stock, par value $0.001 per share. Increases in the number of authorized shares of the Company’s capital stock generally require stockholder approval.	The Declaration of Trust authorizes the issuance of an unlimited number of shares of beneficial interest of each class.
	Common Stock All shares of Common Stock have equal rights as to earnings, assets, dividends and voting and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable.	Common Shares Substantively the same.
	Preferred Stock The Board is authorized to classify and reclassify any unissued shares of Preferred Stock into other classes or series of Preferred Stock without stockholder approval. The Board is required to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series of shares prior to issuance.	Preferred Shares Substantively the same.

	Current	Following Conversion
Annual Meetings	Required to hold an annual meeting of stockholders.	The Organizational Documents and the DSTA do not require that trusts hold annual meetings of shareholders; however, the trust would be required to hold annual shareholder meetings under applicable exchange listing requirements.
Special Meetings	Special meetings of stockholders may be called for any purpose(s), unless otherwise prescribed by statute or the Charter, by the Secretary only at the request of the Chairman of the Board, Chief Executive officer or by a resolution duly adopted by the affirmative vote of a majority of the Board.	Special meetings of shareholders may be called at any time by a majority of the trustees or the Chief Executive Officer. Except as required by federal law, including the 1940 Act, shareholders shall not be entitled to call meetings of the shareholders. To the extent required by federal law, including the 1940 Act, meetings of the shareholders of the trust shall be called by the secretary of the trust upon the written request of the shareholders owning the requisite percentage amount of the outstanding shares entitled to vote.
Trustee Action by Written Consent	The Board or a committee may take action without a meeting if all members of the Board or of the committee, as applicable, consent thereto in writing or by electronic transmission.	The Board or a committee may take action without a meeting if the number of the trustees or members of the committee, as applicable, required for approval of such action at a meeting consent to the action in writing or by electronic transmission.
Quorum	The holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Charter.	Substantively the same.
Shareholder Voting Standard	Subject to any requirements of law or the Existing Organizational Documents, in matters other than the election of Directors, stockholders may approve a proposal by a majority of votes cast. Directors shall be elected by a plurality of votes cast by stockholders present in person or by proxy. Each share of capital stock is entitled to one vote on all matters submitted to a vote of stockholders, including the election of Directors, except for Directors to be elected exclusively by holders of shares of Preferred Stock. There is no cumulative voting in the election of Directors.	Substantively the same, except for the election of trustees. Trustees shall be elected by (i) a plurality of votes cast by shareholders in an uncontested election or (ii) a majority of the shares outstanding in a contested election, in each case at any meeting at which a quorum is present. The term of any trustee who fails to receive sufficient votes for re-election shall hold-over as trustee for the subsequent three-year term and until a successor trustee is duly elected and shall have qualified; provided that, the hold-over term may be reduced to a two- or one-year term at any time and for any reason by the Board (excluding the hold-over trustee). There is no cumulative voting in the election of trustees.

	Current	Following Conversion
Shareholder Action by Written Consent	Any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting if a unanimous consent which sets forth the action is given in writing or by electronic transmission by each stockholder entitled to vote on the matter.	Shareholders may not take action by written consent.
Notice	Notice of each meeting of stockholders is required to be given not less than ten (10) nor more than sixty (60) days before the date of the meeting.	Notice of each meeting of shareholders is required to be given not less than ten (10) days nor more than 120 days before the date of the meeting.
Liability of Stockholders	Stockholders generally do not have personal liability for the Company’s obligations.	Substantively the same.
Dividends and Distributions	Distributions may be paid to holders of capital stock if, as and when authorized by the Board and declared by the Company out of funds legally available therefrom. Such distributions may be payable in cash, shares of capital stock or a combination thereof.	Substantively the same.
Liability of Officer and Directors	Directors are entitled to the benefits of all limitations on the liability of directors generally that are now or hereafter become available under the DGCL. No Director or officer shall be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) arising under DGCL Section 174 or (iv) for any transaction from which the director derived an improper personal benefit.	Trustees and officers will not be subject in such capacity to any personal liability to the trust or shareholders, unless the liability arises from bad faith, willful misfeasance, gross negligence or reckless disregard for the trustee’s or officer’s duty.

Sincerely yours,

/s/ Thomas P. Majewski
Thomas P. Majewski, Chief Executive Officer

	Current	Following Conversion
Inspection Rights	Any stockholder, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose, and to make copies and extracts from the corporation’s stock ledger, a list of its stockholders, and its other books and records.	No shareholder shall have any right to inspect any account, book or document of the trust except as conferred by the Trustees or otherwise as required by law.
Merger, Consolidation, Incorporation and Dissolution	The Charter is silent with respect to the approval of mergers, consolidations, incorporation and dissolution. The DGCL generally requires that any agreements of merger or consolidation, dissolutions, and conversions be approved by a majority of the outstanding capital stock.	The affirmative vote or consent of at least seventy-five percent (75%) of the trustees of the trust and at least seventy-five percent (75%) of the shares of beneficial interest outstanding and entitled to vote thereon shall be necessary to authorize a merger, conversion, consolidation, or share exchange or sale of exchange of all or substantially all of the assets of the trust or a series of class of shares. However, the merger, conversion, consolidation, or share exchange or sale of exchange of all or substantially all of the assets of the trust may be approved by a majority of the entire board of trustees and seventy-five percent (75%) of the continuing trustees without shareholder approval, unless otherwise required by law. Any amendment to the Declaration of Trust to make shares of the Company “redeemable securities” and any other proposal to convert the Company to an “open-end company” (as defined in the 1940 Act) each must be approved by the affirmative vote of shareholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter.
Declassification of the Board	The DGCL provides that an amendment to a corporation’s charter is effective upon the approval of a majority of the board of directors and a majority of outstanding capital stock.	Any amendment to Section 2.2(b) of the Declaration of Trust to declassify the Board may be approved by a majority of the entire board of trustees and seventy-five percent (75%) of the continuing trustees without shareholder approval, unless otherwise required by law.

	Current	Following Conversion
Derivative Actions	The By-Laws provide that any derivative action or proceeding brought on behalf of the Company be brought in the Delaware Court of Chancery or the U.S. District Court for the District of Delaware, if the Delaware Court of Chancery does not have jurisdiction. The DGCL provides that in any derivative suit instituted by a stockholder of a corporation, it shall be averred in the complaint that the plaintiff was a stockholder of the corporation at the time of the transaction of which such stockholder complains or that such stockholder’s stock thereafter devolved upon such stockholder by operation of law.	No person, other than a trustee, who is not a shareholder shall be entitled to bring any derivative action, suit or other proceeding on behalf of the trust. No shareholder may maintain a derivative action on behalf of the trust unless holders of at least fifty percent (50%) of the outstanding shares of beneficial interest join in the bringing of such action. In addition to the requirements set forth in Section 3816 of the DSTA, a shareholder may bring a derivative action on behalf of the trust only if certain enumerated conditions are met.
Assent to Agreement	The Charter and Bylaws are silent with respect to shareholders’ express assent to, and agreement to be bound by, the terms of the Charter or Bylaws.	Every shareholder, by virtue of having acquired a share, shall be held to have expressly assented to, and agreed to be bound by, the terms of the Declaration of Trust. The death, incapacity, dissolution, termination, or bankruptcy of a shareholder during the continuance of the trust shall not operate to terminate the trust nor entitle the representative of any deceased shareholder to an accounting or to take any action in court or elsewhere against the trust or the trustees, but only to rights of said deceased, incapacitated, dissolved, terminated or bankrupt shareholder.
Exclusive Jurisdiction	Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery, or, if that Court does not have jurisdiction, the United States District Court for the District of Delaware shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of any duty owed by any director or officer or other agent of the Company to the Company or to the stockholders of the Company, (c) any action asserting a claim against the Company or any director or officer or other agent of the Company arising pursuant to any provision of the DGCL, as amended, or the Certificate of Incorporation or Bylaws, or (d) any action asserting a claim against the Company or any director or officer or other agent of the Company that is governed by the internal affairs doctrine.	Substantively the same, except that (i) if the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, then claims, suits, actions or proceedings shall be brought in any other court in the State of Delaware with subject matter jurisdiction; and (ii) any claims, suits, actions or proceedings arising under the federal securities laws shall be exclusively brought in the federal district courts.

	Current	Following Conversion
Control Share Provision	Not applicable.	Following the Conversion, the Company will become automatically subject to the control share statute contained in the DSTA (the “Control Share Statute”). The Control Share Statute provides that an acquirer of shares above a series of voting power thresholds has no voting rights under the DSTA or the governing documents of the Company with respect to shares acquired in excess of that threshold (i.e., the “control shares”) unless the restoration of voting rights is approved by a two-thirds vote of the Company’s other shares, excluding the interested shares, or the acquisition of such shares is exempted by the Board.

		Page
ARTICLE I	THE TRUST

1.1.	Name	1
1.2	Trust Purpose	1
1.3.	Definitions	2

ARTICLE II	TRUSTEES

2.1.	Number	3
2.2.	Term and Election	3
2.3.	Resignation and Removal	4
2.4.	Vacancies	5
2.5.	Meetings	5
2.6.	Trustee Action by Written Consent	5
2.7.	Officers	6
2.8.	Chair	6

ARTICLE III	POWERS AND DUTIES OF TRUSTEES

3.1.	General	6
3.2.	Investments	6
3.3.	Issuance and Repurchase of Shares	7
3.4.	Borrow Money or Utilize Leverage	7
3.5.	Delegation; Committees	7
3.6.	Collection and Payment	7
3.7.	Expenses	7
3.8.	Bylaws	7
3.9.	Miscellaneous Powers	8
3.10.	Further Powers	8
3.11.	Sole Discretion; Good Faith	8

ARTICLE IV	ADVISORY, MANAGEMENT AND DISTRIBUTION ARRANGEMENTS

4.1.	Advisory and Management Arrangements	8
4.2.	Distribution Arrangements	8
4.3.	Parties to Contract	9

		Page
ARTICLE V	LIMITATIONS OF LIABILITY AND INDEMNIFICATION

5.1.	No Personal Liability of Shareholders, Trustees, etc.	9
5.2.	Mandatory Indemnification	9
5.3.	No Bond Required of Trustees	10
5.4.	No Duty of Investigation; No Notice in Trust Instruments, etc.	10
5.5.	Reliance on Experts, etc.	11

ARTICLE VI	SHARES OF BENEFICIAL INTEREST

6.1.	Beneficial Interest	11
6.2.	Other Securities	11
6.3.	Rights of Shareholders	11
6.4.	Exchange Privilege	12
6.5.	Trust Only	12
6.6.	Issuance of Shares	12
6.7.	Register of Shares	12
6.8.	Transfer Agent and Registrar	12
6.9.	Transfer of Shares	12
6.10.	Notices	13
6.11.	Derivative Actions	13
6.12	Assent to Agreement	13

ARTICLE VII	DETERMINATION OF NET ASSET VALUE

7.1.	Net Asset Value	14
7.2.	Distributions to Shareholders	14
7.3.	Power to Modify Foregoing Procedures	14

ARTICLE VIII	CUSTODIANS

8.1.	Appointment and Duties	14
8.2.	Central Certificate System	15

ARTICLE IX	REPURCHASES OF SHARES

9.1.	Repurchase of Shares	15
9.2.	Disclosure of Holding	15

ARTICLE X	SHAREHOLDERS

10.1.	Meetings of Shareholders	15
10.2.	Voting	16
10.3.	Notice of Meeting and Record Date	16
10.4.	Quorum and Required Vote	16
10.5.	Proxies, etc.	17
10.6.	Reports	17
10.7.	Inspection of Records	17
10.8.	Delivery by Electronic Transmission or Otherwise	17

ARTICLE XI	DURATION; TERMINATION OF TRUST; AMENDMENT; ETC.

11.1.	Duration	17
11.2.	Termination	18
11.3.	Amendment Procedure	18
11.4.	Subsidiaries	18
11.5.	Extraordinary Transactions and Actions	19

ARTICLE XII	MISCELLANEOUS

12.1.	Filing	19
12.2.	Resident Agent	19
12.3.	Governing Law	20
12.4.	Exclusive Delaware Jurisdiction	20
12.5.	Counterparts	21
12.6.	Reliance by Third Parties	21
12.7.	Provisions in Conflict with Law or Regulation	21

Trustee	Class	Expiration of Term
Scott W. Appleby	II	2027
Kevin F. McDonald	I	2026
Paul E. Tramontano	III	2028
Jeffrey L. Weiss	II	2027
Thomas P. Majewski	I	2026
James R. Matthews	III	2028

	EAGLE POINT INCOME COMPANY

	By:
	Name:	Kenneth P. Onorio
	Title:	Chief Financial Officer

	Eagle Point Income Company Inc.


	Name:	Kenneth P. Onorio
	Title:	Chief Financial Officer

By:			By:
Name: Scott W. Appleby, not in his individual capacity but as Trustee			Name: Jeffrey L. Weiss, not in his individual capacity but as Trustee

By:			By:
Name: Kevin F. McDonald, not in his individual capacity but as Trustee			Name: Thomas P. Majewski, not in his individual capacity but as Trustee

By:			By:
Name: Paul E. Tramontano, not in his individual capacity but as Trustee			Name: James R. Matthews, not in his individual capacity but as Trustee


Scott W. Appleby, not in his individual capacity but as Trustee		Jeffrey L. Weiss, not in his individual capacity but as Trustee


Kevin F. McDonald, not in his individual capacity but as Trustee		Thomas P. Majewski, not in his individual capacity but as Trustee


Paul E. Tramontano, not in his individual capacity but as Trustee		James R. Matthews, not in his individual capacity but as Trustee