UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
May 26, 2011

CHIMERA INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)

Maryland

1-33796

26-0630461

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1211 Avenue of the Americas

Suite 2902

New York, New York

10036

(Address of principal executive offices)

(Zip Code)


Registrant’s telephone number, including area code:  (646) 454-3759


No Change
(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.07.  Submission of Matters to a Vote of Security Holders

On May 26, 2011, Chimera Investment Corporation (“Chimera” or the “Company”) held its Annual Meeting in New York, New York for the purpose of: (i) electing three Class I directors to serve on the Board until the 2014 Annual Meeting of Stockholders; (ii) approving of a non-binding advisory resolution on our executive compensation; (iii)  recommending, by a non-binding advisory vote, the frequency of advisory votes on the Company’s executive compensation; and (iv) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.  The total number of shares of common stock entitled to vote at the Annual Meeting was 1,027,107,362, of which 922,335,417 shares, or 89.8%, were present in person or by proxy.

The final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are set forth below.

Proposal 1.   The election of three Class I directors to serve on the Board until the 2014 Annual Meeting of Stockholders.

Director

Votes Received

Votes Withheld Broker Non-Votes
Paul Donlin

510,568,485

15,768,649 395,998,283

Mark Abrams

510,440,614

15,896,520

395,998,283

Gerard Creagh

510,539,298

15,797,836

395,998,283

All Class I director nominees were elected.  The continuing directors of the Company are Jeremy Diamond, John Reilly, Paul Keenan, Matthew Lambiase and Dennis Mahoney.  

Proposal 2.  A vote on a non-binding advisory resolution on the Company’s executive compensation.

For Against Abstentions Broker Non-Votes
 
516,748,296 7,584,439 2,004,399 395,998,283

Proposal 3.  A vote on the recommendation, by a non-binding advisory vote, on the frequency of advisory votes on the Company’s executive compensation.

One Year Two Years Three Years Abstentions

Broker Non-Votes

 
277,257,632 15,418,986 231,630,987 2,029,529

395,998,283

Proposal 4.  Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the 2011 fiscal year.

For Against Abstentions
 
914,377,151 5,082,112 2,876,154

Further information regarding these proposals is set forth in Chimera’s definitive proxy statement on Schedule 14A filed with the SEC on April 11, 2011.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Chimera Investment Corporation

 
 

 

 

By:

/s/ A. Alexandra Denahan

Name:

A. Alexandra Denahan

Title:

Chief Financial Officer

 
 

Date:

June 1, 2011