Ellington Financial Inc. 8-K

What Happened

• Ellington Financial Inc. filed an 8-K (May 29, 2026) reporting results of its May 28, 2026 Annual Meeting. Stockholders re‑elected the company’s director slate (names listed below), approved a non‑binding advisory “say on pay,” ratified PricewaterhouseCoopers LLP as auditor for 2026, and approved the Ellington Financial Inc. 2026 Equity Incentive Plan. The Equity Incentive Plan text was filed as Exhibit 10.1 to the 8‑K.

Key Details

• Directors re‑elected (votes For / Withheld; broker non‑votes 33,067,881 for each):
  • Stephen J. Dannhauser: 48,401,715 For / 10,328,342 Withheld
  • Lisa Mumford: 56,886,550 For / 1,843,507 Withheld
  • Laurence E. Penn: 56,661,780 For / 2,068,277 Withheld
  • Edward Resendez: 55,950,937 For / 2,779,120 Withheld
  • Ronald I. Simon, Ph.D.: 55,333,825 For / 3,396,232 Withheld
• Advisory “Say on Pay” vote: 54,695,130 For / 3,273,132 Against / 761,795 Abstentions (broker non‑votes 33,067,881).
• Ratification of independent auditor (PwC) for 2026: 90,170,282 For / 880,741 Against / 746,915 Abstentions (no broker non‑votes).
• Approval of the 2026 Equity Incentive Plan: 55,004,182 For / 2,837,889 Against / 887,986 Abstentions (broker non‑votes 33,067,881).

Why It Matters

• Approval of the Equity Incentive Plan gives the company the authority to grant stock‑based compensation, which can impact executive pay and future share dilution—investors should review the plan text (Exhibit 10.1) for grant limits and dilution metrics.
• The advisory approval of executive compensation and re‑election of directors indicate shareholder support for management and governance at the meeting.
• Ratification of PwC as auditor ensures continuity in external financial review for the 2026 fiscal year.
• Notable broker non‑votes (33,067,881) appeared on director, say‑on‑pay and equity plan votes, which can affect vote totals for non‑routine items; the auditor ratification was routine and drew no broker non‑votes.