Ellington Credit Company (EARN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for September 26, 2024, to vote on key proposals supporting a strategic transformation to a CLO-focused investment strategy and conversion to a Delaware statutory trust and registered closed-end fund structure.

• Board unanimously recommends approval of all proposals, which are required to complete the transformation and conversion.

• Strategic transformation includes revocation of REIT status, temporary operation as a C-Corp, and planned conversion to a regulated investment company (RIC) under the 1940 Act.

• Name changed to Ellington Credit Company, with continued NYSE listing under ticker EARN.

Voting matters and shareholder proposals

• Six trustees nominated for election; all current trustees are standing for re-election.

• Proposals include: change of legal form to Delaware statutory trust, approval of amended Declaration of Trust, approval of new investment advisory agreement, advisory vote on executive compensation, and ratification of PwC as auditor.

• Board recommends voting FOR all proposals; approval of Proposals 2-4 is required for the strategic transformation.

• If contingent proposals fail, the company will not proceed with the conversion.

Board of directors and corporate governance

• Board consists of six trustees, four of whom are independent under NYSE standards.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised solely of independent trustees.

• Board and committees met regularly in 2023, with high attendance and executive sessions held quarterly.

• Board leadership structure separates CEO and Chairman roles.