Ellington Credit Company (EARN) Proxy Filing summary

Executive summary

• Board approved a strategic transformation to focus on corporate collateralized loan obligations (CLOs), moving away from agency mortgage-backed securities.

• Revoked REIT status effective January 1, 2024; now operating as a taxable C-Corporation with plans to convert to a registered closed-end fund (RIC) pending shareholder approval.

• Name changed to Ellington Credit Company; NYSE ticker remains EARN.

• Strategic transformation aims to enhance risk-adjusted returns, reduce volatility, and improve capital market access.

Voting matters and shareholder proposals

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

• Proposals include: changing legal form to a Delaware statutory trust, amending the Declaration of Trust, approving a 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 to proceed.

• If contingent proposals fail, the company will continue as a taxable C-Corporation.

Board of directors and corporate governance

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

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

• Board and committees met regularly in 2023; all trustees attended at least 75% of meetings.

• Board leadership structure separates CEO and Chairman roles.