Ellington Financial (EFC) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 28, 2026, with voting on four key proposals: election of five directors, advisory vote on executive compensation, ratification of the independent auditor, and approval of a new equity incentive plan.

• Stockholders of record as of March 31, 2026, are eligible to vote, with multiple voting methods available, including online, phone, and mail.

• The company is externally managed by Ellington Financial Management LLC, with most executive functions performed by employees of its affiliate, EMG.

Voting matters and shareholder proposals

• Proposals include electing five directors, a non-binding say-on-pay vote, ratification of PricewaterhouseCoopers LLP as auditor, and approval of the 2026 Equity Incentive Plan.

• Directors are elected by plurality; other proposals require a majority of shares present or represented by proxy.

• No cumulative voting or dissenter's rights apply; broker non-votes affect only the auditor ratification.

• Stockholders may submit proposals for the 2027 meeting by December 10, 2026.

Board of directors and corporate governance

• The board consists of five directors, four of whom are independent under NYSE standards.

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

• Directors are expected to attend all meetings; in 2025, each attended at least 75% of meetings.

• The board separates the roles of CEO and Chairman, with the current structure supporting independent oversight.

• The Nominating and Corporate Governance Committee oversees director nominations and related party transactions.