Two Harbors Investment Corp

This proposal asks shareholders to approve Two Harbors’ proposed business combination with CrossCountry Mortgage, LLC (CCM). Management and the Two Harbors board have recommended approval of the CCM transaction, positioning it as the preferred strategic alternative. The filing excerpt shows active contestation: UWM Holdings (UWMC) asserts it has a superior proposal ($12.50 cash or 2.3328 UWMC shares) and urges shareholders to vote against the CCM transaction to preserve optionality and force engagement with UWMC. The special meeting was adjourned and UWMC argues the board has refused to engage with its higher-value proposal despite not securing approval at the initial meeting, raising concerns about the board’s process and value maximization. UWMC also accuses the board of favoring transactions with outsized cash payments to management and spending stockholder money on advisors to justify the deal, and notes that three leading independent proxy advisors recommended a vote against the CCM merger. The contested nature of the vote, the presence of an unsolicited superior proposal, and public proxy campaigning by UWMC increase the governance and valuation scrutiny around the transaction. Approving the merger would allow Two Harbors to proceed with CCM on the board’s stated terms; rejecting it preserves leverage for further negotiation or acceptance of a different bidder. Given the conflicting recommendations and competing offers, shareholders must weigh management’s rationale, the quoted alternative UWMC offer, proxy-advisor guidance, and potential conflicts of interest raised by UWMC’s criticisms.

This proposal asks shareholders to cast a non‑binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy. Management customarily recommends a vote in favor to signal shareholder support for the board’s compensation philosophy and to inform future pay decisions. In the contested context of the CCM transaction, UWMC expressly urges shareholders to vote against the advisory compensation proposal, arguing indirectly that the transaction process has favored outsized cash payments to management and that shareholders should protest compensation alignment by voting no. The advisory vote is non-binding but serves as an important governance signal that can influence board behavior and compensation decisions going forward. Given UWMC’s framing, a negative vote could be used by dissidents to pressure the board on both the merger terms and executive pay practices. Proxy advisors and other institutional voters may consider the board’s process in evaluating the say‑on‑pay vote alongside the merger vote, so outcomes may be correlated. Shareholders should assess the substantive executive-compensation disclosures, management’s rationale for pay levels and structure, and the interplay between pay practices and the contested transaction when deciding how to vote.

This proposal seeks shareholder approval to adjourn the special meeting to a later date to allow the company additional time to solicit votes necessary to approve the CCM merger and any other matters properly presented. Management commonly proposes adjournment when it believes more time will enable it to assemble the votes required for approval; the filing notes the meeting was adjourned to May 28, 2026. UWMC strongly opposes adjournment, urging shareholders to vote against it because a delay, in UWMC’s view, is not a substitute for a genuine, value‑maximizing process and may be used to buy time rather than to engage on superior alternatives. An adjournment vote is effectively a procedural mechanism with substantive consequences: if approved, it can allow the board to continue to push the transaction forward despite dissident opposition; if rejected, it limits the board’s ability to extend the contest and preserves shareholder pressure. The adjournment also signals the contested dynamics between management and UWMC and may influence institutional voting decisions and proxy advisor recommendations. Shareholders should consider whether additional solicitation is necessary and whether the board’s use of adjournment serves stockholder value or is intended primarily to entrench the currently proposed transaction.