Two Harbors Investment Corp

1. 1

   CCM Merger Proposal

   ManagementBoard: AGAINST

   Approve the merger of Two Harbors Investment Corp. with CrossCountry Intermediate Holdco, LLC and related transactions under the CCM Merger Agreement.

   More detail

   The CCM Merger Proposal requests stockholder approval for the merger of Two Harbors into CrossCountry Merger Sub, as required by the CCM Merger Agreement; UWMC urges opposition, arguing that its own competing proposals offer higher cash or stock value, stronger unsecured committed financing, faster and more certain closing, and better post-closing upside. Management (UWMC, the dissident filer) contends the Two Harbors Board has not engaged in good-faith negotiations and has accepted inferior terms; ISS and Glass Lewis have recommended voting against. UWMC’s recommendation rationale emphasizes preservation of stockholders’ option to accept UWMC’s superior proposal, financing certainty through a $1.3B unsecured Mizuho facility, and the absence of caps or proration on cash elections. The UWMC filing presents detailed transactional background and financial comparisons intended to persuade shareholders that rejecting the CCM transaction will likely lead to a superior outcome.

2. 2

   Compensation Proposal

   ManagementBoard: AGAINST

   Non-binding advisory vote to approve compensation that may be paid or become payable to Two Harbors' named executive officers in connection with the CCM Merger.

   More detail

   The Compensation Proposal is a non-binding advisory vote asking shareholders to approve compensation payable to Two Harbors’ named executive officers relating to the CCM Merger, commonly known as golden parachute payments. UWMC recommends voting against it as part of its broader campaign opposing the CCM Merger, highlighting concerns about equity vesting acceleration and misalignment with shareholders’ interests; ISS also recommended against this proposal. Voting against aims to signal opposition to management’s potential windfalls tied to the merger and to reinforce shareholder preference for the UWMC alternative.

3. 3

   Adjournment Proposal

   ManagementBoard: AGAINST

   Approve any adjournment of the special meeting to permit further solicitation and vote of proxies if there are insufficient votes to approve the CCM Merger.

   More detail

   The Adjournment Proposal would allow postponement of the special meeting to solicit additional votes in favor of the CCM Merger if needed. UWMC urges shareholders to vote against adjournment because such delay could enable the Board and management to entrench the CCM transaction and avoid engaging with UWMC’s superior offers; rejecting adjournment preserves shareholder leverage and the immediacy of the vote, increasing the chance that shareholders can elect the UWMC alternative.

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When is the Two Harbors Investment Corp 2026 special meeting?

Two Harbors Investment Corp (TWO) holds its 2026 special shareholder meeting on Tuesday, May 19, 2026.

What is the record date for the Two Harbors Investment Corp 2026 meeting?

The record date for the Two Harbors Investment Corp 2026 meeting is Wednesday, April 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Two Harbors Investment Corp's 2026 meeting?

The board is presenting 10 director nominees at the Two Harbors Investment Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Two Harbors Investment Corp 2026 meeting?

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