earn-20260625
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): June 25, 2026
Ellington Credit Company
(Exact name of registrant specified in its charter)
| Delaware | 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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
| Common Shares of Beneficial Interest, no par value | EARN | The New York Stock Exchange | ||||||||||||
| 8.50% Notes due 2031 | ELLA | The New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
1
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 25, 2026, Ellington Credit Company (the “Fund”) held an annual meeting of shareholders (the "Annual Meeting"). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. The final voting results for each of the matters submitted to a vote of the shareholders at the Annual Meeting are set forth below.
Proposal 1: Election of Trustees
Votes regarding the election of six trustees, each of whom was elected to serve until the expiration of the term of office or until such time as their respective successors are elected and qualified, were as follows:
| For | Withheld | Broker Non-Votes | ||||||||||||||||||
| Robert B. Allardice, III | 6,757,247 | 563,741 | 15,737,656 | |||||||||||||||||
| Mary McBride | 6,792,432 | 528,556 | 15,737,656 | |||||||||||||||||
| David J. Miller | 6,792,429 | 528,559 | 15,737,656 | |||||||||||||||||
| Laurence E. Penn | 6,793,837 | 527,151 | 15,737,656 | |||||||||||||||||
| Ronald I. Simon, Ph.D. | 6,702,438 | 618,550 | 15,737,656 | |||||||||||||||||
| Michael W. Vranos | 6,727,919 | 593,069 | 15,737,656 | |||||||||||||||||
Proposal 2: Ratification of the Appointment of the Fund's Independent Registered Public Accountants
Votes regarding the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Fund's independent registered public accounting firm for the year ending March 31, 2027 were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 21,741,032 | 649,202 | 668,410 | * | |||||||||||||||||
* No broker non-votes arose in connection with this proposal due to the fact that the proposal was considered “routine” under New York Stock Exchange Rules.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ELLINGTON CREDIT COMPANY | |||||||||||
| Dated: | June 25, 2026 | By: | /s/ Christopher Smernoff | ||||||||
| Christopher Smernoff | |||||||||||
| Chief Financial Officer | |||||||||||
3