cmo-8k_20200818.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: August 18, 2020

(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 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 PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

On August 18, 2020, the Board of Directors (the “Board”) of Capstead Mortgage Corporation (the “Company”) appointed Mr. Pat Augustine to the Board as an independent director, effective immediately.

In connection with Mr. Augustine’s appointment and pursuant to the Company’s Amended and Restated 2014 Flexible Long-Term Incentive Plan, Mr. Augustine will receive a grant of shares of the Company’s common stock worth approximately $75,000, which number of shares will be determined by dividing $75,000 by the closing price of the Company’s common stock on August 18, 2020 (rounded up to the next whole share of stock). These shares represent the Company’s annual grant of restricted stock to its non-employee directors, will vest on May 1, 2021, and will be subject to the terms and conditions of a Restricted Stock Agreement. Mr. Augustine will also receive the standard compensation package paid to each of the non-employee members of the Board, including a $75,000 annual retainer.

There are no arrangements or understandings between Mr. Augustine and any other person pursuant to which he was selected to serve as director. Neither Mr. Augustine nor any of his related persons (as defined in Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is a party to any transaction in which the Company is a participant that is required to be disclosed under Item 404(a) of Regulation S-K under the Exchange Act.

ITEM 7.01.REGULATION FD DISCLOSURE

On August 18, 2020, the Company issued a press release announcing the appointment of Mr. Augustine to its Board as an independent director. A copy of the press release is furnished with this report as Exhibit 99.1.

The information in Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibits.

Exhibit No.	Description
99.1	Press release issued by Capstead Mortgage Corporation dated August 18, 2020.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

August 18, 2020	By:	/s/ Lance J. Phillips
		Lance J. Phillips
		Senior Vice President, Chief Financial Officer
		and Secretary

cmo-ex991_9.htm

Exhibit 99.1

CONTACT: Lindsey Crabbe

(214) 874-2339

CAPSTEAD MORTGAGE CORPORATION

ANNOUNCES THE APPOINTMENT OF PAT AUGUSTINE AS

INDEPENDENT MEMBER OF ITS BOARD OF DIRECTORS

DALLAS – August 18, 2020 – Capstead Mortgage Corporation (NYSE: CMO) (“Capstead” or the “Company”) announced today that they have appointed Pat Augustine to serve as an independent member of the Board of Directors of Capstead (“Board”). With the appointment of Mr. Augustine, the Board will consist of eight members, seven of whom will be independent. Mr. Augustine will join the Board effective immediately.

Mr. Augustine spent most of his career in structured finance beginning in 1985 at Salomon Brothers during the developmental phase of the mortgage-backed securities market. From 1996 until 2007, Mr. Augustine built the securities business at NationsBank, now Bank of America, where he ran sales, trading and research for structured products. Between 2009 and 2011, Mr. Augustine served as Head of Structured Product and Credit Portfolio Management at Swiss RE Insurance Asset Management where he was primarily responsible for oversight of residential and commercial mortgage-related products. Most recently, he served as founder of Meridian Enterprises where he built, owned and operated Planet Fitness franchises before selling to a private equity firm in 2019. Mr. Augustine holds a BA in Economics from Duquesne University and an MBA from Emory University.

Remarked Chris Mahowald, Chairman of the Board, “I am pleased that Pat has accepted our invitation to join Capstead’s Board. He brings deep knowledge of the mortgage-backed securities market that will complement the current Board as well as diverse leadership skills that will serve our Company well over the long term. The appointment of Pat furthers our succession planning initiative at the Board level. In welcoming Pat, we also acknowledge and extend our appreciation to our recently retired Board member, Jack Bernard, for his service to Capstead over the last eight years.”

About Capstead

Capstead is a self-managed real estate investment trust, or REIT, for federal income tax purposes. The Company earns income from investing in a leveraged portfolio of residential adjustable-rate mortgage pass-through securities, referred to as ARM securities, issued and guaranteed by government-sponsored enterprises, either Fannie Mae, Freddie Mac, or by an agency of the federal government, Ginnie Mae. Capstead’s investment strategy attempts to mitigate risks to book value by focusing on investments in agency-guaranteed residential mortgage pass-through securities, which are considered to have little, if any, credit risk and are collateralized by ARM loans with interest rates that reset periodically to more current levels.

Document and Entity Information	Aug. 18, 2020
Document and Entity Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 18, 2020
Entity Registrant Name	CAPSTEAD MORTGAGE CORPORATION
Entity Central Index Key	0000766701
Entity Emerging Growth Company	false
Entity File Number	001-08896
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	75-2027937
Entity Address, Address Line One	8401 North Central Expressway
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75225
City Area Code	214
Local Phone Number	874-2323
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock ($0.01 par value) [Member]
Document and Entity Information [Line Items]
Title of each class	Common Stock ($0.01 par value)
Trading Symbols	CMO
Name of each exchange on which registered	NYSE
7.50% Series E Cumulative Redeemable Preferred Stock ($0.10 par value) [Member]
Document and Entity Information [Line Items]
Title of each class	7.50% Series E Cumulative Redeemable Preferred Stock ($0.10 par value)
Trading Symbols	CMOPRE
Name of each exchange on which registered	NYSE