Impac Mortgage Holdings, Inc. Sets September 13, 2018 as Date of Special Meeting of Series B Preferred Stockholders
August 10 2018 - 5:00PM
Impac Mortgage Holdings, Inc. (the “Company”) today announced the
date of a Special Meeting of the Company's 9.375% Series B
Cumulative Redeemable Preferred Shares ("Series B Preferred
Shares"). The Special Meeting will be held on Thursday,
September 13, 2018, at 9:00 a.m. local time, at the Renaissance
Newport Beach Hotel, 4500 MacArthur Boulevard, Newport Beach,
California 92660. The Board of Directors has fixed the close
of business on August 10, 2018 as the record date for the
determination of holders of Series B Preferred Shares entitled to
notice of, and to vote at, the Special Meeting.
The Special Meeting has been called by the Company’s Board of
Directors in accordance with the Court Order issued on July 16,
2018 by the Circuit Court of Baltimore City. The purpose of
the Special Meeting is for the holders of the Company's Series B
Preferred Shares to elect two directors (the “Preferred Directors”)
to the Company's Board of Directors pursuant to the terms set forth
in Articles Supplementary dated May 26, 2004 (the “2004 Articles
Supplementary”).
The 2004 Articles Supplementary and the Bylaws contain certain
advance notice and information requirements for the nomination of
any individual for election as a Preferred Director, some of which
have been waived by the Company’s Board of Directors with respect
to the nomination of any individual for election as a Preferred
Director at the Special Meeting. In order to nominate an
individual for election as a Preferred Director, the following
steps must be taken: (a) notice of the proposed nomination of such
individual must be provided in writing to the Secretary of the
Company, or such person as the Secretary designates to receive
notice, on or before August 20, 2018, by a person who is a
beneficial owner of Series B Preferred Shares as of the date of
such notice and as of the Record Date for the Special Meeting, (b)
such notice must be accompanied by (i) the name, address and
professional qualifications of such individual, (ii) such
individual’s consent to serving as a Preferred Director, if
elected, and (iii) as to the person giving the notice, the name and
address of such person and the number of Series B Preferred Shares
held of record and beneficially by such person as of the date of
such notice and as of the Record Date for the Special Meeting, and
(c) each individual so nominated, prior to the Special Meeting,
upon the request of the Company, must provide a completed
questionnaire (including a consent to conduct a background search)
in form substantially similar as that provided to the Company’s
other directors in connection with the Company’s annual meetings,
with respect to information required to be disclosed by the Company
with respect to its directors pursuant to applicable laws, rules or
regulations or the rules of any securities exchange or quotation
system upon which any securities of the Company are listed or
traded.
Notice of nominations of individuals for election as Preferred
Directors may be sent to the Company’s Secretary by fax at (949)
706-6208 or email at ron.morrison@impacmail.com. After
receipt of a timely and complete notice of a nomination, the
Company will provide a questionnaire (including a consent to
conduct a background search). This questionnaire must be
completed and returned to the Company the day prior to the date of
the Special Meeting in order for a nominee to be properly presented
at the Special Meeting.
Impac Mortgage Holdings, Inc. has not nominated any persons for
election as Preferred Directors and is not soliciting proxies in
favor of the election of any nominees for election as Preferred
Directors. Holders of Series B Preferred Shares are requested
not to send any proxies to Impac Mortgage Holdings, Inc. in
connection with the Special Meeting.
Camac Fund, LP has provided notice of its intent to nominate
Eric Shahinian and Michael Cricenti for election as the Preferred
Directors at the Special Meeting. No individuals may properly
be nominated for election as Preferred Directors unless they
complete and return to the Company the questionnaire and consent to
a background search described above on or before the day before the
date of the Special Meeting. The Company intends to issue a press
release containing the names of any other individuals if proper
notice of their nomination is received on or before August 20,
2018.
Please refer to the charter of Impac Mortgage Holdings, Inc.,
including the 2004 Articles Supplementary, for a description of the
Series B Preferred Shares and to the Bylaws for a description of
the procedures for nominating a director. A copy of the 2004
Articles Supplementary and Bylaws will be made available upon
request and can also be found as exhibits to the Company’s reports
filed with the Securities and Exchange Commission at its website at
www.sec.gov.
About the Company
Impac Mortgage Holdings, Inc. (IMH or Impac) provides innovative
mortgage lending and warehouse lending solutions, as well as real
estate solutions that address the challenges of today’s economic
environment. Impac’s operations include mortgage and
warehouse lending, servicing, portfolio loss mitigation and real
estate services as well as the management of the securitized
long-term mortgage portfolio, which includes the residual interests
in securitizations.
For additional information, questions or comments, please
contact Alliance Advisors, LLC at 844-670-2148.
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