Impac Mortgage Holdings, Inc. Sets October 13, 2021, as Date of Special Meeting of Series B Preferred Stockholders
September 10 2021 - 09:15AM
Business Wire
Impac Mortgage Holdings, Inc. (NYSE American: IMH) (the
“Company”), today announced the date of a special meeting (“Special
Virtual Meeting”) of holders of shares of the Company's 9.375%
Series B Cumulative Redeemable Preferred Stock ("Series B Preferred
Shares"). This Special Virtual Meeting will be a virtual meeting
via live audio webcast on the Internet on October 13, 2021, at 9:00
a.m. Pacific Daylight Time.
The Company’s Board of Directors has fixed the close of business
on September 10, 2021, as the record date (“Record Date”) for the
determination of holders of Series B Preferred Shares entitled to
notice of, and to vote at, the Special Virtual Meeting. Only
holders of record of Series B Preferred Shares as of the close of
business on the Record Date, or their duly authorized proxies, who
have properly registered to attend/vote at the Special Virtual
Meeting will be entitled to attend/vote at the Special Virtual
Meeting.
Please visit
http://www.viewproxy.com/ImpacSeriesB/2021/htype.asp to register to
attend and vote at the Special Virtual Meeting. ALL REGISTRATIONS
MUST BE RECEIVED BY 11:59 PM EASTERN DAYLIGHT TIME ON OCTOBER 10,
2021.
If you are a holder of Series B Preferred Shares as of the
Record Date, and you have timely registered to attend the Special
Virtual Meeting, you will be able to attend the Special Virtual
Meeting and submit your questions during the meeting. In order to
both attend and vote at the Special Virtual Meeting, you will be
required to provide a “legal proxy” and obtain a control number
when you register to attend the Special Virtual Meeting.
Additional information regarding how to register for and
attend/vote at the Special Virtual Meeting can be found at
http://www.viewproxy.com/ImpacSeriesB/2021/htype.asp. You will not
be able to attend the Special Virtual Meeting physically.
The purpose of the Special Virtual 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 Company’s 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 Virtual 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 September 20, 2021, 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
Virtual 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
Virtual Meeting, (c) each individual so nominated, prior to the
Special Virtual 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 and (d) the nomination must be
properly presented at the Special Virtual Meeting by a stockholder
in virtual attendance at the Special Virtual Meeting.
Notice of nominations of individuals for election as Preferred
Directors may be sent to the Company’s Secretary by fax at (949)
377-3611 or email at Justin.Moisio@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
Virtual Meeting in order for a nominee to be properly presented at
the Special Virtual 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 Virtual 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 Virtual 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 Virtual 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 September 20, 2021.
Please refer to the charter of Impac Mortgage Holdings, Inc.,
including the 2004 Articles Supplementary, for a description of the
Series B Preferred Shares. A copy of the 2004 Articles
Supplementary and the Company’s 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 call
Justin Moisio, Chief Administrative Officer, at (949) 475-3988 or
email Justin.Moisio@ImpacMail.com. Website:
http://ir.impaccompanies.com or www.impaccompanies.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210910005097/en/
Justin Moisio, Chief Administrative Officer (949) 475-3988
Justin.Moisio@ImpacMail.com
Impac Mortgage (AMEX:IMH)
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