Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when TWO files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsRed Flags Detected
- 64% Shareholder Opposition to Merger-related Executive Compensation (new) — Substantial majority of voting shareholders rejected the advisory compensation proposal, signaling concern about executive pay tied to the transaction despite approving the merger itself.
Two Harbors stockholders approve $12/share CrossCountry Mortgage merger with 69% support
Filed July 6, 2026 · Period ending July 2, 2026 · ~1 min read
Key Changes
-
high
Common stockholders approved merger with CrossCountry Mortgage; will receive $12.00/share cash plus pro-rated stub dividend at closing expected in August 2026.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
high
Merger proposal passed with 54.3M For, 23.6M Against, 1.0M Abstain (69% approval of votes cast, 52% of outstanding shares); 78.8M shares represented at meeting (75% quorum).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
high
Shareholders rejected advisory proposal on merger-related executive compensation with 50.3M Against vs 26.2M For (64% opposition); vote is non-binding and does not block merger.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
high
Preferred stockholders (Series A, B, C) will receive redemption at $25.00/share plus accumulated unpaid dividends after merger closes.
Exhibit 99.1 view on EDGAR → -
medium
Transaction cleared federal antitrust review and received 48 of 53 required state regulatory approvals; closing expected August 2026 pending remaining approvals.
Exhibit 99.1 view on EDGAR →
Summary
Two Harbors Investment Corp. stockholders approved the company's acquisition by CrossCountry Mortgage at a special meeting on July 2, 2026. The merger proposal passed with 69% support among votes cast (54.3 million For vs 23.6 million Against), representing 52% of the company's 105 million outstanding shares.
Common stockholders will receive $12.00 per share in cash plus a pro-rated stub dividend at closing, while preferred stockholders will be redeemed at $25.00 per share plus accrued dividends. The transaction has cleared federal antitrust review and received 48 of 53 required state approvals, with closing expected in August 2026.
The vote revealed significant shareholder concern about executive compensation tied to the merger. While the merger itself passed, shareholders rejected the non-binding advisory proposal on merger-related executive pay by a 64% margin (50.3 million Against vs 26.2 million For). This opposition does not prevent the transaction from proceeding but signals that nearly two-thirds of voting shareholders disapprove of the compensation arrangements for executives in connection with the deal. Common stockholders should monitor whether the remaining five state regulatory approvals arrive on schedule for the anticipated August closing.
Section-by-Section Diff
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
TWO (Two Harbors Investment Corp., NYSE: TWO), an MSR-focused REIT, today announced, based on the preliminary vote count, that its common stockholders voted to approve the previously announced merger with CrossCountry Mortgage, LLC (“CCM”) at the reconvened Special Meeting of Stockholders held on July 2, 2026.
TWO's common stockholders voted to approve the merger with CrossCountry Mortgage at a special meeting on July 2, 2026. The vote count is preliminary and subject to final certification by an independent inspector of elections. This approval is a key milestone toward completing the transaction, which will result in TWO becoming a wholly owned subsidiary of CrossCountry Mortgage.
Added in current filing · view on EDGAR →
Holders of TWO’s Series A, Series B and Series C preferred stock will have their shares redeemed following the closing of the CCM transaction at $25.00 per share, plus any accumulated and unpaid dividends, in accordance with the terms of the preferred stock.
All three series of TWO preferred stock (Series A, B, and C) will be redeemed after the merger closes at $25.00 per share plus any accumulated and unpaid dividends. This provides preferred stockholders with their liquidation preference and accrued dividends.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Item 5.07 — Submission of Matters to a Vote of Security Holders filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
At the Special Meeting, TWO’s common stockholders voted on and approved a proposal (the “CCM Merger Proposal”) to approve the merger of TWO with CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary of CCM (“Merger Sub”), pursuant to which TWO will become a wholly owned subsidiary of CCM (the “CCM Merger”), and the other transactions contemplated by the Agreement and Plan of Merger, dated as of March 27, 2026, by and among TWO, Merger Sub and CCM (as it may be amended from time to time).
Shareholders approved the merger with CrossCountry Intermediate Holdco that will make TWO a wholly owned subsidiary of CCM. The vote breakdown was 54,297,767 For, 23,570,833 Against, and 957,703 Abstain, representing 69% approval of votes cast. With 78,826,302 shares represented at the meeting out of 105,046,333 shares outstanding, the merger received support from approximately 52% of total outstanding shares.
Added in current filing · verify on EDGAR →
As of the close of business on April 15, 2026, the record date for the Special Meeting, there were 105,046,333 shares of TWO common stock, par value $0.01 per share, issued and outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 78,826,302 shares of TWO’s common stock were represented by proxy or by attending the Special Meeting, representing approximately 75% of TWO’s common stock outstanding as of the record date, which constituted a quorum to conduct business at the Special Meeting.
The special meeting achieved a quorum with 75% of outstanding shares represented. This turnout level provided sufficient participation to conduct the merger vote and other business items.
Added in current filing · verify on EDGAR →
FOR AGAINST ABSTAIN 26,222,281 50,332,251 2,271,771
Shareholders rejected the non-binding advisory proposal on merger-related executive compensation, with 50,332,251 votes Against versus 26,222,281 For and 2,271,771 Abstain. This represents 66% opposition among votes cast, or 48% of outstanding shares voting against. The vote is advisory and does not prevent the merger from proceeding, but signals substantial shareholder concern about executive compensation tied to the transaction.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
FOR AGAINST ABSTAIN 52,364,007 25,267,395 1,194,901 With respect to the Adjournment Proposal, although the Adjournment Proposal would have received sufficient votes to be approved, no motion was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.
Shareholders approved the proposal to adjourn the meeting if needed with 66% support (52,364,007 For vs 25,267,395 Against), but the company determined adjournment was unnecessary since the merger proposal had already passed. This indicates the company had sufficient votes to proceed without further solicitation.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jul 7, 2026 · How we verify