Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Cherry Hill Mortgage Investment Corporation, a Maryland corporation (the
"Company"), deeply regrets to disclose that Regina Lowrie, a member of the
Company's Board of Directors (the "Board"), passed away on January 1, 2023. Ms.
Lowrie joined the Board as as an independent director in 2015 and served as a
member of the Board's audit, compensation and nominating committees (the
"Committees") at the time of her passing.
Following Ms. Lowrie's death, the Board has been reduced to three members, two
of whom are independent directors. The Committees have been reduced to two
members, both of whom are independent directors. As a result, the Company is no
longer compliant with Section 303A.07(a) of the New York Stock Exchange ("NYSE")
Listed Company Manual (the "Listed Company Manual"), which requires that the
audit committee of an NYSE-listed company consist of at least three members,
each of whom is an independent director.
The Company notified the NYSE of Ms. Lowrie's passing and the resulting
non-compliance with Section 303A.07(a) of the Listed Company Manual on January
5, 2023. The Company expects to appoint, as soon as practicable, an additional
member to the Board and audit committee who meets the independence requirements
of Section 10A-3 of, and Rule 10A-3 under, the Securities Exchange Act of 1934,
as amended, and Section 303A.02 of the Listed Company Manual. Upon appointing
such new member of the Board and the audit committee, the Company will regain
compliance with the applicable NYSE listing standard.
Forward-Looking Statements
Statements included in this Form 8-K may constitute "forward-looking
statements," which relate to future events or the Company's future performance
or financial condition. These statements are not guarantees of future
performance, condition or results and involve a number of risks and
uncertainties. Actual results may differ materially from those in the
forward-looking statements as a result of a number of factors, including those
described from time to time in the Company's filings with the Securities and
Exchange Commission. The Company undertakes no duty to update any
forward-looking statements made herein.
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