Two Harbors Investment Corp

This proposal asks Two Harbors stockholders to approve the board-sponsored merger with CrossCountry Mortgage, LLC (the CCM transaction). Management is seeking shareholder approval to consummate a negotiated business combination that the board has concluded is in the company’s strategic interests. The filing excerpt is a solicitation from a competing bidder (UWMC) urging stockholders to reject the CCM transaction and highlighting UWMC’s alternative bid that offers a $12.50 cash election and the option to receive UWMC stock (2.3328 shares per TWO share), asserting that UWMC’s proposal provides higher value and greater optionality than the $12.00 per share CCM deal. UWMC also accuses the TWO Board of obstructing good-faith engagement and repeatedly adjourning the meeting to force the inferior deal, and notes that proxy advisory firms (ISS, Glass Lewis, Egan-Jones) recommended against the CCM transaction. The primary controversy centers on valuation and process: whether CCM’s agreement represents the best available consideration and whether the Board fully and fairly evaluated UWMC’s superior proposal. Approving the merger would effect the transaction and eliminate the competing alternative from UWMC; rejecting it preserves the opportunity for further engagement with UWMC. The Board’s likely rationale for recommending the merger (not contained verbatim in this filing) would be that the CCM transaction represents a negotiated, definitive agreement that the Board believes appropriately balances risk, timing, and certainty of closing. Given the competing bidder and proxy-advisor opposition noted in the solicitation, the proposal is contested and material to stockholder value maximization.

This non-binding advisory proposal asks stockholders to express approval or disapproval of the company’s executive compensation practices as disclosed in the proxy materials. Management is seeking an affirmative advisory vote to signal shareholder support for the Board’s compensation policies and to validate executive pay decisions. UWMC’s solicitation urges voting against this advisory proposal as part of a broader campaign opposing the CCM transaction and the current Board’s stewardship, arguing that rejecting the advisory vote alongside the merger and adjournment proposals applies pressure on the Board to engage with UWMC. The advisory vote does not change compensation directly but serves as an important governance signal that can influence future pay design and Board accountability. The controversy in this context arises because UWMC frames the advisory vote as a means for stockholders to express dissatisfaction with the Board’s decision-making and to preserve the path to a potentially superior transaction. While advisory, a negative vote could destabilize Board-management relations and be cited in future governance or compensation redesign discussions. The Board’s likely rationale for recommending a “for” vote would be to demonstrate alignment between pay and performance and to avoid the reputational and governance costs of a failed advisory vote. Given the contested M&A backdrop, the advisory proposal is being used tactically by UWMC as part of a solicitation to influence the outcome of the merger vote.

This proposal seeks shareholder approval to adjourn the special meeting (a third adjournment) to a later date, which would permit the Board and management additional time to solicit proxies and address outstanding conditions or logistics associated with the meeting and the proposed CCM transaction. Boards commonly use adjournments to secure additional shareholder support or to finalize procedural prerequisites necessary to effectuate a transaction. UWMC opposes the adjournment, arguing that repeated adjournments are being used by the TWO Board to entrench management and push through an inferior deal while preventing full engagement with UWMC; UWMC urges stockholders to vote against adjournment to maintain pressure and preserve the opportunity for a superior transaction. The practical effect of approving an adjournment would be to extend the timeline for the merger vote, potentially increasing the likelihood the Board can marshal sufficient votes for the CCM transaction. The Board’s rationale for seeking adjournment (not expressly set forth in this excerpt) likely emphasizes the need for additional time to communicate with stockholders and complete procedural or regulatory steps. Given the contested solicitation environment and allegations about the Board’s process, the adjournment proposal is strategically significant: it affects timing, momentum, and the ability of competing bidders to complete their outreach.