Form 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: May 4, 2011

(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)).

 

 

 


ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Approval of Incentive Bonus Plan

On May 4, 2011, stockholders of Capstead Mortgage Corporation (the “Company”) re-approved the Capstead Mortgage Corporation Second Amended and Restated Incentive Bonus Plan. This plan is filed herein as Exhibit 99.1

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 4, 2011, the Company issued a press release announcing first quarter 2011 results. A copy of the press release is attached as Exhibit 99.2.

The information in Item 2.02 of this Form 8-K and Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

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

(a) The annual meeting of stockholders was held on May 4, 2011. As of February 23, 2011, the record date for the annual meeting, there were 71,591,909 shares outstanding and entitled to vote. At the annual meeting, 64,838,577 shares, or approximately 90.57% 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 seven nominees to the Company’s 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 board (constituting the entire board), with the voting results for each nominee as shown:

 

Name

   For      Withheld/
Abstentions
     Broker
Non-votes
 

Jack Biegler

     41,551,391         352,953         22,934,233   

Andrew F. Jacobs

     41,150,847         753,497         22,934,233   

Gary Keiser

     41,456,410         447,934         22,934,233   

Paul M. Low

     40,987,625         916,719         22,934,233   

Christopher W. Mahowald

     41,475,370         428,974         22,934,233   

Michael G. O’Neil

     41,047,271         857,073         22,934,233   

Mark S. Whiting

     41,092,198         812,146         22,934,233   

 

2a. Proposal (2a) to consider advisory approval of the Company’s compensation philosophy. This proposal was approved by the votes indicated below:

 

For

     Against      Abstain      Broker
Non-votes
 
  40,253,594         1,333,605         317,144         22,934,233   


2b. Proposal (2b) to consider advisory approval of the compensation granted to the Company’s executive officers in 2010. This proposal was approved by the votes indicated below:

 

For

     Against      Abstain      Broker
Non-votes
 
  39,542,636         1,713,593         283,115         22,934,233   

3. Proposal 3 to hold an advisory vote on the frequency of votes on the Company’s executive compensation. The advisory vote on this proposal resulted in an annual vote recommendation as indicated by the voting totals below:

 

Annual

    Biannual     Triennial     Abstain     Broker
Non-votes
 
  35,668,284        1,945,572        4,142,283        148,205        22,934,233   

4. Proposal 4 to re-approve the Capstead Mortgage Corporation Second Amended and Restated Incentive Bonus Plan. This proposal was approved by the votes indicated below:

 

For

     Against      Abstain      Broker
Non-votes
 
  37,893,071         3,632,271         379,002         22,934,233   

5. Proposal 5 to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011. This proposal was approved by the votes indicated below:

 

For

     Against      Abstain      Broker
Non-votes
 
  63,377,543         1,225,026         236,008         0   

Based on these voting results, the Company will hold an advisory vote on executive compensation every year until the next stockholder vote on the frequency of votes on executive compensation. A stockholder vote on the frequency of votes on executive compensation is required to be held at least once every six years.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

  (d) Exhibits.

 

99.1    Capstead Mortgage Corporation Second Amended and Restated Incentive Bonus Plan.
99.2    Press release issued by Capstead Mortgage Corporation dated May 4, 2011 announcing first quarter 2011 results.


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 5, 2011

 

By:  

/s/ Phillip A. Reinsch

  Phillip A. Reinsch
  Chief Financial Officer and Executive Vice President