Cherry Hill Mortgage Investment Corporation (CHMI) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Cherry Hill Mortgage Investment Corporation. Please note that this meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Jay Lown, President and CEO of Cherry Hill. Mr. Lown, the floor is yours.

Good morning, ladies and gentlemen. My name is Jay Lown. I'm the President and CEO of Cherry Hill Mortgage Investment Corporation, and I would like to welcome you all to the Annual Meeting of Stockholders of Cherry Hill Mortgage Investment Corporation. Although we are holding this meeting virtually this year due to the continuing impact of the pandemic, we are hopeful that next year's meeting will be in person. I would like to begin the meeting by introducing the members of the Board, all of whom are in attendance. Joining me today are Mr. Bob Mercer, who chairs our Audit Committee and sits on our Compensation and Nominating and Corporate Governance Committees; Mr. Joe Murin, who chairs our Nominating and Corporate Governance Committee, serves as lead outside Director and sits on our Audit and Compensation Committees; and Ms. Regina Lowrie, who chairs our Compensation Committee and sits on the Audit and Nominating and Corporate Governance Committees. Rob Wipperman, Our General Counsel and Assistant Corporate Secretary, will act as the recording secretary of the meeting. Ms. Jeanette Rocha, a representative of our transfer agent and registrar, Computershare, has been appointed to act as inspector of election. Ms. Rocha has subscribed and filed an oath of office for purposes of this meeting. Keith McCalla, Senior Manager; and Stavros Zafiridis, a partner with Ernst & Young, LLP, our independent auditors, are also in attendance. During the question-and-answer period at the end of the meeting, they will be available to answer questions concerning the company's financial statements. We are conducting this meeting by means of the electronic platform provided by Computershare. That platform has been configured so as to replicate as much as possible the experience of attending our annual meeting in person. When you logged on to the meeting site, you were asked to register as a stockholder or a guest. If you are a guest or you have not registered as a stockholder through the control number given to you in your proxy materials, you will not be able to ask questions during the Q&A period. We have also posted on the meeting site an agenda and rules of conduct for the annual meeting. Thank you for your cooperation with these rules. The polls are open. You may vote electronically or by telephone at any time prior to the announcement of the closing of the polls later in the meeting. Please remember that if you have already sent in your proxy card or voted by Internet or telephone, your shares have been voted accordingly. You do not need to vote today unless you are voting for the first time or want to change your previous vote. The recording secretary has delivered an affidavit of mailing establishing that notice of this meeting was duly given. A copy of the notice of meeting and the affidavit of mailing will be incorporated into the minutes of the meeting. All stockholders of record at the close of business on April 9, 2021, are entitled to vote at this meeting, either electronically or by proxy. Our first order of business is to determine whether the shares represented at the meeting are sufficient to constitute a quorum for the purpose of transacting business. Rob, do you have a quorum or report on the quorum?

Yes. According to Computershare, which has certified the list of stockholders, a total of 17,93,236 shares of common stock at the company are entitled to vote at this meeting. We are informed by Ms. Rocha that 12,746,608 shares of common stock or approximately 74.57% of all the shares entitled to vote at this meeting are in attendance or represented by proxy. Therefore, we have a quorum.

Thank you, Rob. Because we have a quorum, I declare this meeting to be duly convened for the purposes of transacting such business as may properly come before. The next order of business is a description of the matters to be voted on at today's meeting. The first proposal to be voted on is the election of 4 directors to serve until the Annual Meeting of Shareholders in 2022 and until their successors are duly elected and qualified. The nominees' qualifications are described in this year's proxy statement. Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated for election the following persons as directors of the company. Jay Lown, Bob Mercer, Joe Murin and Regina Lowrie. The second proposal is approval on an advisory vote basis of the compensation of our named executive officers for the year ended December 31, 2020. The Board recommends approval of the compensation of the named executive officers. The last proposal to be voted on is the ratification of Ernst & Young, LLP to serve as the independent registered public accounting firm for the company for the fiscal year ending December 31, 2021. The Board recommends a vote for ratification of the appointment of E&Y. [Voting]

The polls are now closed. Will the inspector of election tabulate the voting results for each proposal voted on at this meeting? And will the recording secretary, please report the results of the meeting -- of the voting.

We have been informed by the inspector of election that the proxies and ballots have been counted. Based upon the preliminary vote totals, the nominees for election to the Board of Directors have been elected; the compensation of our named executive officers for the year ended December 31, 2020, has been approved on an advisory vote basis; and the appointment of the auditors has been ratified. The final vote will be included in the company's current report on Form 8-K and placed on our website as soon as it is available.

Thank you, Rob. We have concluded the business part of the annual meeting, which is officially adjourned. We will now have a brief question-and-answer period. Okay. If there are no further questions, the 2021 Annual Meeting of the Stockholders of Cherry Hill Mortgage Investment Corporation is closed. I would like to express my sincere appreciation to the stockholders who participated in this meeting as well as those who submitted their proxies. Stay safe and thank you.

This concludes the meeting. You may now disconnect.