8-K

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): September 7, 2021

Western Asset Mortgage Capital Corporation

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 Delaware

(STATE OF INCORPORATION) 

001-35543	27-0298092
(COMMISSION FILE NUMBER)	(IRS EMPLOYER ID. NUMBER)

 

385 East Colorado Boulevard		91101
Pasadena	California	(ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                         (626) 844-9400

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

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 240.14a-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 Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value	WMC	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 5.02.       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 7, 2021, Western Asset Mortgage Capital Corporation (the “Company”) issued a press release announcing the resignation of Jennifer W. Murphy as President, Chief Executive Officer (“CEO”) and Director of the Company, effective October 1, 2021. Ms. Murphy’s decision to resign is due to personal reasons and she has not expressed any disagreement with the Company on any matters relating to the Company’s operations, policies, or practices. The press release also announces that Bonnie Wongtrakool will be appointed as CEO and Director of the Company, effective October 1, 2021, and that Lisa Meyer, the Company’s Chief Financial Officer, will assume the role of President in addition to her current role, also effective October 1, 2021. Ms. Murphy will remain with the Company as a Senior Advisor until December 31, 2021 to ensure a smooth transition of leadership.

A copy of our press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated September 7, 2021, issued by Western Asset Mortgage Capital Corporation
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

Date:  September 7, 2021	By:	/s/ Lisa Meyer
		Name:	Lisa Meyer
		Title:	Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES CHIEF EXECUTIVE OFFICER AND PRESIDENT APPOINTMENTS

Pasadena, CA, September 7, 2021: Western Asset Mortgage Capital Corporation (NYSE: WMC) (the “Company”) announced today that Jennifer Murphy will resign from her positions as President, Chief Executive Officer (“CEO”) and as a member of the Board of Directors of the Company (the “Board”), effective October 1, 2021, to pursue a new venture. To replace her, the Board of Directors of the Company has appointed Bonnie Wongtrakool as CEO, and Lisa Meyer as President of the Company, effective October 1, 2021. Ms. Wongtrakool will also be appointed to the Board. Ms. Meyer will continue to serve as Chief Financial Officer (“CFO”) of the Company. Both Ms. Wongtrakool and Ms. Meyer will work closely with Ms. Murphy, who will remain with the Company as a Senior Advisor through December 31, 2021, to ensure a smooth transition of leadership.

“On behalf of the Board, I want to thank Jennifer for her years of service and many contributions to the Company and wish her the best in her new venture,” commented James W. Hirschmann, Chairman of the Board.

“We look forward to welcoming Bonnie Wongtrakool as a Director and CEO of the Company. Bonnie’s strategic vision and broad knowledge of all aspects of our business, as well as the depth of her investment experience, particularly in mortgage-related assets, make her an ideal leader for WMC.”

“We are also pleased to elevate Lisa Meyer, CFO, to the additional role of President of the Company, reflecting her ongoing and important contributions to our financial and operating strategies.”

Ms. Wongtrakool joined Western Asset in 2003 and has over 22 years of investment industry experience. She will continue to serve in her current roles as Global Head of ESG Investments and Portfolio Manager of Western Asset Management Company, LLC (“Western Asset”), the Company’s Manager. She is also a member of Western Asset’s US Broad Strategy and Global Product Development Committees, and chairs Western Asset’s ESG Strategic Steering Committee. Previously, Ms. Wongtrakool was a member of Western Asset’s Mortgage and Consumer Credit team for 14 years, first as a Research Analyst and then as a Portfolio Manager managing Western Asset’s dedicated mortgage funds. She has broad experience across the financial services industry, having also worked in strategy consulting at Mercer Management Consulting, private equity at Orion Partners, and investment banking at Donaldson, Lufkin & Jenrette Securities. She graduated with a Bachelor of Arts in Economics from Harvard College and subsequently received a law degree from Harvard Law School. She is also a CFA® charterholder.

Ms. Meyer has served as CFO and Treasurer of the Company since 2016. She has over 23 years of financial experience. Prior to working in this capacity with the Company, Ms. Meyer was Interim Chief Financial Officer (beginning in November 2015). From 2011 to November 2015, she was a Managing Director of FTI, Consulting Inc. in the real estate solutions practice, where she focused on providing services related to financial reporting, research and interpretation of generally accepted accounting principles and assistance with SEC regulatory matters, primarily regarding REITs, financial services

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companies, as well as real estate private equity funds and other real estate operating companies. She received a M.S. in Finance from Northeastern University - D’Amore-McKim School of Business and a Bachelor of Arts in Accounting and Economics from the City University of New York - Queens College. She is also a Certified Public Accountant in the State of New York.

ABOUT WESTERN ASSET MORTGAGE CAPITAL CORPORATION

Western Asset Mortgage Capital Corporation is a real estate investment trust that invests in, acquires and manages a diverse portfolio of assets consisting of Residential Whole Loans, Commercial Loans, Non-Agency CMBS, Non-Agency RMBS, GSE Risk Transfer Securities and to a lesser extent Agency RMBS, Agency CMBS and ABS. The Company’s investment strategy may change, subject to the Company’s stated investment guidelines, and is based on its manager Western Asset Management Company, LLC's perspective of which mix of portfolio assets it believes provide the Company with the best risk-reward opportunities at any given time. The Company is externally managed and advised by Western Asset Management Company, LLC, an investment advisor registered with the Securities and Exchange Commission and a wholly-owned subsidiary of Franklin Resources, Inc. Please visit the Company’s website at www.westernassetmcc.com.

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Investor Relations Contact:

Larry Clark

Financial Profiles, Inc.

(310) 622-8223

lclark@finprofiles.com

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Cover Page	Sep. 07, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 07, 2021
Entity Registrant Name	Western Asset Mortgage Capital Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35543
Entity Tax Identification Number	27-0298092
Entity Address, Address Line One	385 East Colorado Boulevard
Entity Address, City or Town	Pasadena
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91101
City Area Code	626
Local Phone Number	844-9400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	WMC
Security Exchange Name	NYSE
Entity Central Index Key	0001465885
Amendment Flag	false