ELLINGTON RESIDENTIAL MORTGAGE REIT : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.


On January 5, 2023, the Board of Trustees (the "Board") of Ellington Residential
Mortgage REIT (the "Company") approved and adopted the Company's Second Amended
and Restated Bylaws (the "Second Amended and Restated Bylaws") to, among other
things, update provisions relating to shareholder meetings to ensure compliance
with federal proxy rules, including Rule 14a-19 under the Securities Exchange
Act of 1934, as amended. The Second Amended and Restated Bylaws became effective
upon adoption by the Board. The Second Amended and Restated Bylaws include the
following amendments, among other updates:

Article II (Meetings of Shareholders) has been updated to:


•Clarify that the Board may determine that a meeting of shareholders may be held
by means of remote communication;
•Clarify that any shareholder nominating individuals for election to the Board
or proposing other business at a shareholder meeting must, in addition to being
a record holder at the time of giving notice and the meeting, have been a
shareholder of record as of the record date;
•Amend language to ensure that any shareholder casting a vote by proxy complies
with Maryland law and the Company's bylaws;
•Reflect the requirement that any shareholder directly or indirectly soliciting
proxies from other shareholders must use a proxy card color other than white,
with the white proxy card being reserved for exclusive use by the Board;
•Update the provisions related to the information required to be included in a
shareholder's notice of nomination of individuals for election as a trustee and
the information required to be included in any notice of other business the
shareholder proposes to bring before a meeting;
•Require a shareholder submitting a trustee nomination to make a written
undertaking that such shareholder intends to solicit holders of shares
representing at least 67% of the voting power of shares entitled to vote on the
election of trustees in support of the trustee nomination;
•Update the accompanying certifications made by a shareholder submitting a
notice of nomination of individuals for election as a trustee; and
•Reflect that the Company will disregard any proxy authority granted in favor of
any proposed trustee nominee if the shareholder soliciting proxies in support of
such proposed nominee abandons the solicitation or does not comply with Rule
14a-19 under the Securities Exchange Act of 1934 (the "Exchange Act").

Article III (Trustees) has been updated to temporarily reduce the quorum and
notice requirements for a meeting of the Board, if necessary, during a
catastrophe or other emergency circumstances.

Article IV (Committees) has been revised to provide for subcommittees.


A new Article XIII (Exclusive Forum for Certain Litigation) has been added to
provide that certain types of litigation be brought in any state court located
within the State of Maryland (or, if no state court located within the State of
Maryland has jurisdiction, any federal court located within the State of
Maryland). These choice of forum provisions will not apply to suits brought to
enforce a duty or liability created by the Securities Act of 1933, as amended
(the "Securities Act"), the Exchange Act, or any other claim for which federal
courts have exclusive jurisdiction. In addition, Article XIII provides that,
unless the Company consents in writing to an alternative forum, the federal
district courts of the United States will be the sole and exclusive forum for
actions brought under the Securities Act.

The above description of certain provisions of the Second Amended and Restated
Bylaws is not intended to be complete and is qualified in its entirety by
reference to the full text of the Second Amended and Restated Bylaws filed as
Exhibit 3.1 to this Form 8-K, which is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith this Current
Report on Form 8-K.


Exhibit 3.1                Second Amended and Restated Bylaws of Ellington 

Residential Mortgage REIT,

                         effective January 5, 2023
Exhibit 104              Cover Page Interactive Data File (embedded within the Inline XBRL document)







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