Pennymac Mortgage Investment Trust

1. 1

   Election of Trustees

   ManagementBoard: FOR

   Elect three (3) Class II trustees — Preston DuFauchard, Nancy McAllister, and Stacey D. Stewart — each to serve until the 2029 annual meeting of shareholders.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory (Non-Binding) Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in this Proxy Statement.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s executive compensation disclosures and practices (Say-on-Pay). Management seeks shareholder endorsement to validate its compensation philosophy and practices, which primarily consist of long-term, equity-based awards (performance-based restricted share units and time-based restricted share units) rather than cash salary or bonuses, because the Company is externally managed by affiliates of PennyMac Financial Services, Inc. The Compensation Committee emphasizes pay-for-performance design: PSUs are weighted to ROE and Relative TSR measures with multi-year performance periods and caps (up to 200% payout), and RSUs provide time-based retention. The Company notes several governance features intended to mitigate risk and align incentives, including majority support in prior Say-on-Pay votes (≈93% in 2025), clawback policies, share ownership guidelines for executives and trustees, independent compensation consultant review, and detailed peer benchmarking. Relevant context includes the external management structure (executives are employees of PFSI), related-party arrangements (management and servicing agreements) and the fact that PFSI pays cash compensation to executives while the Trust grants equity awards to align those executives with Trust shareholders. Management contends that equity awards encourage long-term decision-making that produces dividends and book value growth important to REIT shareholders, while the advisory vote is non-binding; the Board nonetheless will consider the vote outcome in future decisions. Potential concerns for an analyst include the related-party dynamic (Manager/Servicer fees and influence), the non-binding nature of the vote, and whether the performance metrics and peer group remain appropriately calibrated to shareholder interests; however, the Board’s rationale—alignment, retention, and pay-for-performance with robust governance features—is clearly articulated in the proxy.

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When is the Pennymac Mortgage Investment Trust 2026 annual meeting?

Pennymac Mortgage Investment Trust (PMT) holds its 2026 annual shareholder meeting on Tuesday, June 16, 2026.

What is the record date for the Pennymac Mortgage Investment Trust 2026 meeting?

The record date for the Pennymac Mortgage Investment Trust 2026 meeting is Monday, April 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Pennymac Mortgage Investment Trust's 2026 meeting?

The board is presenting 3 director nominees at the Pennymac Mortgage Investment Trust 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Pennymac Mortgage Investment Trust 2026 meeting?

Shareholders will vote on 3 proposals at the Pennymac Mortgage Investment Trust 2026 meeting, each tagged with who proposed it and the board's recommendation.