UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

IMPAC MORTGAGE HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

The Proxy Statement and Annual Report to Stockholders are available at http://www.viewproxy.com/impaccompanies/2016/

If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before July 11, 2016 to facilitate timely delivery.

Important information regarding the Internet availability of the Company’s proxy materials, instructions for accessing your proxy materials and voting online and instructions for requesting paper or e-mail copies of your proxy materials are provided on the reverse side of this Notice.

To the Stockholders of IMPAC MORTGAGE HOLDINGS, INC.:

Notice is hereby given that the Annual Meeting of Stockholders of Impac Mortgage Holdings, Inc. will be held at 19500 Jamboree Road, Irvine, CA 92612 at 9:00 A.M. on July 19, 2016 for the following purposes:

The Board of Directors recommends you vote FOR the following:

1. Election of Directors

Nominees:

01 Joseph R. Tomkinson, 02 William S. Ashmore, 03 James Walsh,

04 Frank P. Filipps, 05 Stephan R. Peers, 06 Leigh J. Abrams

2. Approval of amendment to 2010 Omnibus Incentive Plan to increase the shares subject to the plan by 300,000 shares.

3. Approval of the performance goals under the 2010 Omnibus Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code of 1986.

4. Ratification of amendment to the Tax Benefits Preservation Rights Agreement to extend the term for three years.

5. Approval of terms of incentive compensation for Joseph Tomkinson and William S. Ashmore for purposes of Section 162(m) of the Internal Revenue Code of 1986.

6. Approval, on an advisory basis, of the compensation of named executive officers.

7. Ratification of the appointment of Squar Milner LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016.

The Board of Directors recommends a vote FOR all of the nominees listed in

Proposal 1 and FOR Proposals 2, 3, 4, 5, 6 and 7.

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