Current Report Filing (8-k)

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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 11, 2021

(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: [phone]

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 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. ☐

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

 

The annual meeting of stockholders was held on May 11, 2021.  As of March 17, 2021, the record date for the annual meeting, there were 96,847,910 shares outstanding and entitled to vote.  At the annual meeting 85,405,117 shares, or approximately 88.18% 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
Pat Augustine	70,745,962	1,502,380	218,705	12,938,069
Jack Biegler	69,747,966	2,418,512	300,569	12,938,069
Michelle P. Goolsby	70,384,415	1,876,948	205,684	12,938,069
Gary Keiser	70,022,838	2,218,218	225,991	12,938,069
Christopher W. Mahowald	70,243,393	1,985,727	237,927	12,938,069
Michael G. O’Neil	49,388,306	22,843,429	235,312	12,938,069
Phillip A. Reinsch	71,317,680	927,188	222,179	12,938,069
Mark S. Whiting	43,401,710	28,788,617	276,720	12,938,069

2.	Proposal (2) to approve on an advisory (non-binding) basis our 2020 executive compensation.  This proposal was approved by the votes indicated below:

 

						Broker
For		Against		Withhold/Abstain		Non-votes
70,131,745		1,680,128		655,174		12,938,069

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, 2021.  This proposal was approved by the votes indicated below:

 

			Broker
For	Against	Withhold/Abstain	Non-votes
83,533,862	1,577,309	293,946	–

 

 

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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 12, 2021	By:		/s/ Lance J. Phillips
			Lance J. Phillips
			Senior Vice President, Chief Financial Officer
			and Secretary