Two Harbors Investment (TWO) Proxy filing summary

Executive summary

• Proxy supplement details ongoing negotiations and board deliberations regarding competing acquisition proposals from CCM and UWMC, with a focus on maximizing shareholder value and transaction certainty.

• The board consistently favored CCM's all-cash offer of $12.00 per share plus a stub dividend over UWMC's mixed cash/stock proposals due to concerns about value certainty and execution risk.

• Multiple meetings and communications occurred between board members, management, and both bidders, with the board seeking an actionable, fully financed all-cash proposal from UWMC.

• Despite a waiver allowing direct engagement, UWMC did not submit a revised all-cash proposal or provide committed financing documentation before the waiver expired.

• The board remains open to considering a superior proposal from UWMC if it addresses previously stated requirements.

Voting matters and shareholder proposals

• Special meeting of stockholders was adjourned multiple times to allow further proxy solicitation and engagement with shareholders regarding the CCM transaction.

• Shareholder voting trends indicated significant opposition to the CCM deal and adjournment proposals, with a majority of votes cast against both.

Board of directors and corporate governance

• The board and its Ad Hoc Committee held frequent meetings to evaluate proposals, consult with legal and financial advisors, and ensure fiduciary duties to all shareholders were met.

• Directors emphasized the need for equal treatment of all shareholders, particularly regarding default consideration mechanics in UWMC's proposals.