UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): May 17, 2011

 

PennyMac Mortgage Investment Trust

(Exact Name of Registrant as Specified in Charter)

 

 

 

(818) 224-7442

(Registrant’s telephone number, including area code)

 

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:

 

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

 

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

 

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

 

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

 

 

 

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

 

On May 17, 2011, PennyMac Mortgage Investment Trust (the “Company”) held its Annual Meeting of Shareholders (the “Meeting”) in Calabasas, California for the purpose of: (i) electing three (3) Class II trustees to serve on the board of trustees (the “Board”) until the 2014 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, 2011; (iii) approving, by non-binding vote, the Company’s executive compensation program; and (iv) recommending, by non-binding vote, the frequency of the vote on the Company’s executive compensation program.  The total number of common shares entitled to vote at the Meeting was 27,763,243, of which 25,396,206 shares, or 91.47%, were present in person or by proxy.

 

The final voting results for each of the proposals submitted to a vote of shareholders at the Meeting are as follows:

 

Proposal 1.  The election of three Class II trustees to serve on the Board until the 2014 Annual Meeting of Shareholders.

 

Trustee		Votes For		Votes Withheld		Broker Non-Votes
Joel S. Marcus		20,233,176		143,709		5,019,321
Stacey D. Stewart		20,214,819		162,066		5,019,321
Mark Wiedman		18,929,395		1,447,490		5,019,321

 

All Class II trustee nominees were elected.  The continuing trustees of the Company are Matthew Botein, Scott W. Carnahan, Randall D. Hadley, Clay A. Halvorsen, Stanford L. Kurland, David A. Spector, and Frank P. Willey.

 

Proposal 2.  Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the 2011 fiscal year.

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
25,333,907		52,286		10,013		0

 

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

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
19,666,576		76,874		633,435		5,019,321

 

Proposal 4.  Recommendation, by non-binding vote, of the frequency of the vote on the Company’s executive compensation program.

 

1 Year		2 Years		3 Years		Abstentions		Broker Non-Votes
11,081,410		60,292		7,955,346		1,279,837		5,019,321

 

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Further information regarding these proposals is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 15, 2011.

 

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.

 

 

	PENNYMAC MORTGAGE INVESTMENT TRUST
Dated: May 18, 2011	/s/ Anne D. McCallion
	Anne D. McCallion
	Chief Financial Officer and Treasurer

 

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