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

On May 17, 2023, Two Harbors Investment Corp. (the "Company") held its Annual Meeting of Stockholders for the purpose of: (i) electing eight directors to serve on the Company's board of directors until the 2024 Annual Meeting of Stockholders; (ii) holding an advisory vote relating to executive compensation; (iii) holding an advisory vote on the frequency of future advisory votes relating to executive compensation; and (iv) ratifying the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023.

Proposal 1 - Election of Directors

Each of the eight director nominees proposed by the Company's board of directors was elected to serve as a director until the Company's 2024 Annual Meeting of Stockholders, or until his or her successor is duly elected and qualified. The voting results for each director nominee were as follows:





Nominee                 For          Against      Abstain     Broker Non-Votes
E. Spencer Abraham   52,790,623     6,364,801     241,577        14,416,300
James J. Bender      51,361,813     7,791,383     243,805        14,416,300
William Greenberg    57,924,990     1,233,856     238,155        14,416,300
Karen Hammond        57,794,645     1,379,133     223,223        14,416,300
Stephen G. Kasnet    57,153,660     2,009,784     233,557        14,416,300
W. Reid Sanders      57,201,706     1,951,598     243,697        14,416,300
James A. Stern       58,258,010      902,265      236,726        14,416,300
Hope W. Woodhouse    57,197,023     1,978,366     221,612        14,416,300

Proposal 2 - Advisory Vote Relating to Executive Compensation

Stockholders approved the advisory resolution on the Company's executive compensation. The voting results were as follows:





   For        Against    Abstain   Broker Non-Votes
57,491,115   1,527,011   378,875      14,416,300

Proposal 3 - Advisory Vote on the Frequency of Future Advisory Votes Relating to Executive Compensation

Stockholders voted to have the Company hold an advisory vote on executive compensation every year. The voting results were as follows:





Every Year   Every Two Years   Every Three Years   Abstain   Broker Non-Votes
58,279,901       204,283            596,034        298,783      14,416,300

Based on the stockholder voting results above, and consistent with its own recommendation, the Company's board of directors has determined that the Company will continue to hold an advisory vote relating to executive compensation on an annual basis until the next required non-binding advisory vote on the frequency of stockholder votes on executive compensation.

Proposal 4 - Ratification of Selection of Independent Registered Public Accounting Firm

Stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023. The voting results were as follows:





   For       Against   Abstain
72,695,736   741,453   376,112

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