8-K
REDWOOD TRUST INC (RWT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest eventreported): May 22, 2025
REDWOOD TRUST, INC.
(Exact name of registrant as specified in its charter)
| Maryland<br><br> <br>(State or other<br> jurisdiction <br><br>of incorporation) | 001-13759<br><br> <br>(Commission <br><br>File<br> Number) | 68-0329422<br><br> <br>(I.R.S. Employer<br><br><br> Identification No.) |
|---|
OneBelvedere 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):
| ¨ | 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)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ¨
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 | RWT | New York Stock Exchange |
| 10% Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock, par value $0.01 per share | RWT PRA | New York Stock Exchange |
| 9.125% Senior Notes Due 2029 | RWTN | New York Stock Exchange |
| 9.00% Senior Notes Due 2029 | RWTO | New York Stock Exchange |
| 9.125% Senior Notes Due 2030 | RWTP | New York Stock Exchange |
Item 5.07. Submission of Mattersto a Vote of Security Holders
Redwood Trust, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders on May 22, 2025 (the “Annual Meeting”). There were 132,982,863 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 Greg H. Kubicek, Christopher J. Abate, Doneene K. Damon, Armando Falcon, Douglas B. Hansen, Debora D. Horvath, Georganne C. Proctor, Dashiell I. Robinson, and Faith A. Schwartz as directors to serve on the Board of Directors until the annual meeting of stockholders in 2026 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 |
|---|---|---|---|---|
| Greg H. Kubicek | 86,575,637 | 3,551,243 | 169,642 | 23,929,760 |
| Christopher J. Abate | 88,430,611 | 1,733,005 | 132,906 | 23,929,760 |
| Doneene K. Damon | 88,630,370 | 1,376,436 | 289,716 | 23,929,760 |
| Armando Falcon | 88,581,948 | 1,553,268 | 161,305 | 23,929,760 |
| Douglas B. Hansen | 88,153,826 | 1,979,966 | 162,729 | 23,929,760 |
| Debora D. Horvath | 89,041,002 | 1,100,236 | 155,284 | 23,929,760 |
| Georganne C. Proctor | 87,347,631 | 2,787,649 | 161,242 | 23,929,760 |
| Dashiell I. Robinson | 87,267,572 | 2,861,703 | 167,247 | 23,929,760 |
| Faith A. Schwartz | 89,133,559 | 971,136 | 191,826 | 23,929,760 |
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 the year ending December 31, 2025. 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 |
|---|---|---|---|
| 111,774,363 | 2,308,504 | 143,415 | 0 |
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 |
|---|---|---|---|
| 81,167,725 | 8,912,343 | 216,454 | 23,929,760 |
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 23, 2025 | REDWOOD TRUST, INC. | |
|---|---|---|
| By: | /s/ Andrew P. Stone | |
| Name: Andrew P. Stone | ||
| Title: Executive Vice President, Chief Legal Officer, and Secretary |