8-K
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): December 15, 2015
Ellington Residential Mortgage REIT
(Exact name of registrant specified in its charter)
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Maryland | | 001-35896 | | 46-0687599 |
(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
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:
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 15, 2015, the Board of Trustees (the "Board") of Ellington Residential Mortgage REIT (the "Company"), upon the recommendation of the Compensation Committee of the Board, approved 2015 incentive compensation for Lisa Mumford, the Company's Chief Financial Officer. Pursuant to the 2015 incentive compensation package approved by the Board, Ms. Mumford will receive a discretionary cash bonus of $95,700, with the payment of approximately 33% of this cash bonus deferred to the end of the 2016 fiscal year (the “Deferral Period”). During the Deferral Period, the deferred portion of the bonus will be subject to forfeiture under certain circumstances, including in the event Ms. Mumford resigns or her employment is terminated for cause. In addition, Ms. Mumford was awarded 4,374 shares of restricted common stock, of which 2,016 common shares are subject to similar forfeiture restrictions that will lapse on December 15, 2016 and the remaining 2,358 common shares are subject to similar forfeiture restrictions that will lapse on December 15, 2017. The common share award was made pursuant to the Company's Form of Share Award Agreement, filed as Exhibit 10.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being furnished herewith this Current Report on Form 8-K.
10.1 Form of Share Award Agreement
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.
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| | | ELLINGTON RESIDENTIAL MORTGAGE REIT |
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Dated: December 18, 2015 | | By: | /s/ Lisa Mumford |
| | | Lisa Mumford |
| | | Chief Financial Officer |