8-K 1 cmo-8k_20190515.htm 8-K cmo-8k_20190515.htm

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:  May 15, 2019

(Date of Earliest Event Reported)

CAPSTEAD MORTGAGE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Maryland

001-08896

75-2027937

(State of Incorporation)

(Commission File No.)

(I.R.S. Employer

Identification No.)

8401 North Central Expressway

Suite 800

Dallas, Texas

 

75225

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (214) 874-2323

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 230.14a-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)).

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbols

Name of each exchange on which

   registered

Common Stock ($0.01 par value)

CMO

New York Stock Exchange

7.50% Series E Cumulative Redeemable    

   Preferred Stock ($0.10 par value)

CMOPRE

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

 

 

ITEM 5.07.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

The annual meeting of stockholders was held on May 15, 2019.  As of March 22, 2019, the record date for the annual meeting, there were 85,580,126 shares outstanding and entitled to vote.  At the annual meeting 77,978,630 shares, or approximately 91.12% of the eligible voting shares, were represented either in person or by proxy.

 

At the meeting, the stockholders voted on the following items:

 

1.

Proposal (1) to elect eight nominees to our board of directors to hold office until the next annual meeting of stockholders and until their successors are elected and qualified.  The following nominees were elected to the board (constituting the entire board), with the voting results for each nominee as shown:

 

 

 

 

Withhold/

Broker

Name

      For      

Against

 Abstain  

   Non-votes   

 

 

 

 

 

Jack Bernard

55,480,799

2,616,191

211,692

19,669,948

Jack Biegler

56,679,971

1,419,912

208,799

19,669,948

Michelle P. Goolsby

56,987,243

1,115,628

205,811

19,669,948

Gary Keiser

56,445,074

1,645,769

217,839

19,669,948

Christopher W. Mahowald

53,693,863

4,402,113

212,706

19,669,948

Michael G. O’Neil

55,785,722

2,311,691

211,269

19,669,948

Phillip A. Reinsch

57,433,805

665,721

209,156

19,669,948

Mark S. Whiting

56,765,902

1,335,870

206,910

19,669,948

 

 

 

 

 

2.

Proposal (2) to approve on an advisory (non-binding) basis our 2018 executive compensation.  This proposal was approved by the votes indicated below:

 

 

 

 

Broker

For

Against

Withhold/Abstain

   Non-votes   

 

 

 

 

56,471,064

1,560,857

276,761

19,669,948

 

 

 

 

 

 

 

 

 

3.

Proposal (3) to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.  This proposal was approved by the votes indicated below:

 

 

 

 

Broker

For

Against

Withhold/Abstain

   Non-votes   

 

 

 

 

76,037,205

1,466,308

475,117

–

 

 

 

 

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.

 

 

 

CAPSTEAD MORTGAGE CORPORATION

 

 

 

 

 

 

 

 

May 17, 2019

By:

 

/s/ Lance J. Phillips

 

 

 

Lance J. Phillips

 

 

 

Senior Vice President, Chief Financial Officer

 

 

 

and Secretary