UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 14, 2009
 
 
REDWOOD TRUST, INC.
(Exact name of Registrant as specified in its charter)

Maryland
1-13759
68-0329422
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer Identification No.)

One Belvedere Place, Suite 300
Mill Valley, California 94941
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (415) 389-7373

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:

o
 Written communications pursuant to Rule 425 under the Securities Act

o
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

 
 
 
 
Item 8.01
Other Events.
 
On March 20, 2008, Redwood Trust Inc. (Redwood), entered into the Third Amended and Restated Voting Agreement by and among Wallace R. Weitz & Company, Wallace R. Weitz, Redwood Trust, Inc. and George E. Bull, III.  A copy of the Third Amended and Restated Voting Agreement is attached as Exhibit 9.1 to the Current Report on Form 8-K and is incorporated herein by reference.  On December 10, 2008, the Compensation Committee of Redwood’s Board of Directors adopted the Amended and Restated Executive Deferred Compensation Plan.  A copy of the Amended and Restated Executive Deferred Compensation Plan is attached as Exhibit 10.1 to the Current Report on Form 8-K and is incorporated herein by reference.
 
Financial Statements and Exhibits.
 
(d)
Exhibits.
 
Exhibit No.
  
Exhibit Title 
 9.1
  
Third Amended and Restated Voting Agreement, dated as of March 20, 2008, among Wallace R. Weitz & Company, Wallace R. Weitz, Redwood Trust, Inc. and George E. Bull, III
     
10.1
  
Redwood Trust Inc., Amended and Restated Executive Deferred Compensation Plan (adopted December 10, 2008)
 
 
 
 
 
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.
 
 
REDWOOD TRUST, INC.
  
       
By:
/s/ Martin S. Hughes
  
   
Martin S. Hughes 
  
   
President, Chief Financial Officer and Secretary
  
 
 
 
 
 
Exhibit Index
 
Exhibit No .
  
Exhibit Title
 9.1
  
Third Amended and Restated Voting Agreement, dated as of March 20, 2008, among Wallace R. Weitz & Company, Wallace R. Weitz, Redwood Trust, Inc. and George E. Bull, III
     
10.1
  
Redwood Trust Inc., Amended and Restated Executive Deferred Compensation Plan (adopted December 10, 2008)