SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 23, 2021
Ellington Residential Mortgage REIT
(Exact name of registrant specified in its charter)
|(State or Other Jurisdiction Of Incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
53 Forest Avenue
Old Greenwich, CT 06870
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (203) 698-1200
(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 Shares of Beneficial Interest, $0.01 par value per share|
The 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 June 23, 2021, in connection with the previously disclosed sale of Ellington Residential Mortgage REIT (the “Company”) common shares by Blackstone Tactical Opportunities EARN Holdings L.L.C. (the “Blackstone Holder”) which closed on June 17, 2021, C.C. Melvin Ike informed the Company of his decision to resign as a member of the Board of Trustees (the “Board”). Mr. Ike’s resignation was submitted in accordance with the shareholders agreement between the Company and the Blackstone Holder, among others (the “Shareholders Agreement”). Upon completion of the sale of Company common shares by the Blackstone Holder, the Shareholders Agreement automatically terminated. As a result, the Blackstone Holder no longer has any rights under the Shareholders Agreement, including the right to designate an individual to serve as a trustee. Mr. Ike's resignation was not the result of any disagreement regarding the Company’s operations, policies or practices. Following Mr. Ike’s resignation, the Board approved a decrease in the size of the Board from seven trustees to six trustees.
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.
|ELLINGTON RESIDENTIAL MORTGAGE REIT|
|Dated:||June 28, 2021||By:||/s/ Christopher Smernoff|
|Chief Financial Officer|