Attached files
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| EX-10.1 - REDWOOD TRUST INC | v185921_ex10-1.htm |
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 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): May 18,
2010
__________________
REDWOOD
TRUST, INC.
(Exact
name of registrant as specified in its charter)
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Maryland
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001-13759
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68-0329422
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(State
or other
jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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One
Belvedere Place
Suite 300
Mill
Valley, California 94941
(Address
of principal executive offices and Zip Code)
(415) 389-7373
(Registrant’s
telephone number, including area code)
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 (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
5.02. Compensatory Arrangements of Certain Officers
(e)
Redwood Trust, Inc. held its Annual Meeting of Stockholders on May 18,
2010. During the Annual Meeting, stockholders voted to approve an
amendment to the 2002 Redwood Trust, Inc. Incentive Plan (the
“Plan”). The only material difference between the existing Plan and
the amended Plan is the number of shares available for issuance under the Plan.
The amendment to the Plan increased by 1,450,000 shares the number of shares
available for issuance under the Plan. A copy of the amended Plan is
attached hereto as Exhibit 10.1. This amendment was previously
approved by our Board of Directors.
Item
5.07. Submission of Matters to a Vote of Security
Holders
Redwood
Trust, Inc. held its Annual Meeting of Stockholders on May 18, 2010. There were
77,750,697 shares of Redwood Trust, Inc. common stock entitled to vote at the
meeting.
During
the Annual Meeting, stockholders voted to elect Richard D. Baum, Mariann
Byerwalter, and Jeffrey T. Pero as Class I directors to serve on the Board of
Directors until the Annual Meeting of Stockholders in 2013 and until their
successors are duly elected and qualified. The stockholders’ votes
with respect to the election of directors were as follows:
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Nominee
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For
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Withheld
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Broker
Non-Votes
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|||||
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Richard
D. Baum
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55,041,416
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883,167
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15,963,665
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|||||
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Mariann
Byerwalter
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52,623,844
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3,300,739
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15,963,665
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|||||
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Jeffrey
T. Pero
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54,147,975
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1,776,608
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15,963,665
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|||||
In
addition, during the Annual Meeting, stockholders voted to approve an amendment
to the 2002 Redwood Trust, Inc. Incentive Plan (the “Plan”). The only
material difference between the existing Plan and the amended Plan is the number
of shares available for issuance under the Plan. The amendment to the Plan
increased by 1,450,000 shares the number of shares available for issuance under
the Plan. A copy of the amended Plan is attached hereto as Exhibit
10.1. The stockholders’ votes with respect to the amendment to the
Plan were as follows:
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For
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Against
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Abstentions
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Broker Non-Votes
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|||||||||
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52,853,352
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2,913,579
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157,652
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15,963,665
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In
addition, during the Annual Meeting, stockholders voted to ratify the
appointment of Grant Thornton LLP as our independent registered public
accounting firm for 2010. The stockholders’ votes with respect to the
ratification of Grant Thornton LLP as our independent registered public
accounting firm were as follows:
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For
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Against
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Abstentions
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Broker Non-Votes
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|||||||||
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71,697,425
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82,299
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108,524
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—
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Item 9.01. Financial Statements
and Exhibits.
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(d)
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Exhibits
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Exhibit
10.1
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2002
Redwood Trust, Inc. Incentive Plan, as
amended
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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Date: May
19, 2010
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REDWOOD
TRUST, INC.
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By:
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Andrew
P. Stone
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Name: Andrew
P. Stone
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Title: General
Counsel and Secretary
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Exhibit
Index