EFC Ellington Financial Inc. - 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As indicated below, on May 28, 2026, at the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Ellington Financial Inc. (the “Company”), the Company’s stockholders approved the Ellington Financial Inc. 2026 Equity Incentive Plan (the “Equity Incentive Plan”).

The material features of the Equity Incentive Plan are described in Proposal 4 of the Company's D efinitive Proxy Statement on Schedule 14A , dated April 8, 2026, which description is incorporated herein by reference. The description of the Equity Incentive Plan incorporated herein by reference is qualified in its entirety by the text of the Equity Incentive Plan, a copy of which was filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated into this Item 5.02 by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

At the 2026 Annual Meeting, the Company’s stockholders: (i) elected the six persons listed below as directors of the Company, each to hold office until the Company’s annual meeting of stockholders in 2027 and until his or her successor is duly elected and qualifies; (ii) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; (iii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; (iv) approved the adoption of the Equity Incentive Plan. Set forth below are the voting results for each of the proposals voted upon by the Company’s stockholders at the 2026 Annual Meeting:

Proposal 1: Election of Directors

Votes regarding the election of five directors, each of whom was elected for a term expiring at the 2027 annual meeting or until such time as his or her successor is elected and qualified, were as follows:

For

Withheld

Broker Non-Votes

Stephen J. Dannhauser

48,401,715

10,328,342

33,067,881

Lisa Mumford

56,886,550

1,843,507

33,067,881

Laurence E. Penn

56,661,780

2,068,277

33,067,881

Edward Resendez

55,950,937

2,779,120

33,067,881

Ronald I. Simon, Ph.D.

55,333,825

3,396,232

33,067,881

Proposal 2: Advisory (Non-Binding) “Say on Pay” Vote to Approve Executive Compensation

Votes on a proposal to approve, on an advisory basis, the compensation of the Company's named executive officers were as follows:

For

Against

Abstentions

Broker Non-Votes

54,695,130

3,273,132

761,795

33,067,881

Proposal 3: Ratification of the Appointment of the Company's Independent Registered Public Accountants

Votes regarding the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026 were as follows:

For

Against

Abstentions

Broker Non-Votes

90,170,282

880,741

746,915

*

* No broker non-votes arose in connection with this proposal due to the fact that the proposal was considered “routine” under New York Stock Exchange Rules.

Proposal 4: Approval of the Equity Incentive Plan

Votes on a proposal to approve the Equity Incentive Plan were as follows:

For

Against

Abstentions

Broker Non-Votes

55,004,182

2,837,889

887,986

33,067,881

2

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K.

Exhibit No.

Description

10.1

Ellington Financial Inc. 2026 Equity Incentive Plan

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

3