UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): November 16,
2009
Two
Harbors Investment Corp.
(Exact
name of registrant as specified in its charter)
Maryland
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001-34506
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27-0312904
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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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601
Carlson Parkway, Suite 330
Minnetonka,
MN 55305
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(Address
of principal executive offices)
(Zip
Code)
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Registrant’s
telephone number, including area code: (612) 238-3300
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:
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
1.01. Entry into a
Material Definitive Agreement.
On
November 16, 2009, the Board of Directors of Two Harbors Investment Corp. (the
“Company”) approved a form of indemnification agreement and authorized the
Company to enter into the agreement with each of its current directors and
officers.
The
directors and officers who have entered or will enter into an indemnification
agreement with the Company are set forth in the table below.
Name
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Title
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Thomas
Siering
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Chief
Executive Officer, President and Director
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Brian
C. Taylor
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Chairman
and Director
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Mark
D. Ein
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Vice
Chairman and Director
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William
W. Johnson
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Director
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Stephen
G. Kasnet
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Director
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Peter
Niculescu
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Director
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W.
Reid Sanders
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Director
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Jeffrey
Stolt
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Chief
Financial Officer and Treasurer
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Steve
Kuhn
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Co-Chief
Investment Officer
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William
Roth
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Co-Chief
Investment Officer
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Timothy
O’Brien
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Secretary
and General Counsel
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Andrew
Garcia
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Vice
President Development
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Brad
Farrell
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Controller
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Each
indemnification agreement provides, among other things, that the Company will
indemnify, to the maximum extent permitted by Maryland law, the covered director
or officer against any and all judgments, penalties, fines and amounts paid in
settlement, and all reasonable and out-of-pocket expenses (including attorneys’
fees), actually and reasonably incurred in connection with any threatened,
pending or completed action, suit, arbitration, alternative dispute resolution
mechanism, investigation, inquiry, administrative hearing or other proceeding
that arises out of the director or officer’s status as a present or former
director, officer, employee or agent of the Company. Each
indemnification agreement also requires the Company, upon request of the covered
director or officer, to advance the expenses related to such an action provided
that the director or officer undertakes to repay any amounts to which he is
subsequently determined not to be entitled.
The
indemnification agreement is not exclusive of any other rights to
indemnification or advancement of expenses to which the covered director or
officer may be entitled, including any rights arising under the charter or
bylaws of the Company or applicable law.
The
foregoing description is qualified in its entirety by reference to the full text
of the form of indemnification agreement, which is attached to this Current
Report on Form 8-K as Exhibit 10.1 and is incorporated herein by
reference.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
Exhibit
No.
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Description
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10.1
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Form
of Indemnification Agreement
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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 hereunto
duly authorized.
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TWO
HARBORS INVESTMENT CORP.
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By:
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/s/ TIMOTHY W.
O’BRIEN
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Timothy
O’Brien
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Secretary
and General Counsel
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Date:
November 19, 2009
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EXHIBIT
INDEX
Exhibit
No.
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Description
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10.1
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Form
of Indemnification Agreement
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