UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
(Date of Earliest Event Reported)
(Exact Name of Registrant as Specified in its Charter)
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(State of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 230.14a-12). |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
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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:
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Title of each class |
Trading Symbols |
Name of each exchange on which registered |
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7.50% Series E Cumulative Redeemable Preferred Stock ($0.10 par value) |
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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 5.07. 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:
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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: |
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Withhold/ |
Broker |
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Name |
For |
Against |
Abstain |
Non-votes |
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Pat Augustine |
70,745,962 |
1,502,380 |
218,705 |
12,938,069 |
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Jack Biegler |
69,747,966 |
2,418,512 |
300,569 |
12,938,069 |
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Michelle P. Goolsby |
70,384,415 |
1,876,948 |
205,684 |
12,938,069 |
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Gary Keiser |
70,022,838 |
2,218,218 |
225,991 |
12,938,069 |
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Christopher W. Mahowald |
70,243,393 |
1,985,727 |
237,927 |
12,938,069 |
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Michael G. O’Neil |
49,388,306 |
22,843,429 |
235,312 |
12,938,069 |
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Phillip A. Reinsch |
71,317,680 |
927,188 |
222,179 |
12,938,069 |
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Mark S. Whiting |
43,401,710 |
28,788,617 |
276,720 |
12,938,069 |
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2. |
Proposal (2) to approve on an advisory (non-binding) basis our 2020 executive compensation. This proposal was approved by the votes indicated below: |
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Broker |
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For |
Against |
Withhold/Abstain |
Non-votes |
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70,131,745 |
1,680,128 |
655,174 |
12,938,069 |
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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: |
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Broker |
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For |
Against |
Withhold/Abstain |
Non-votes |
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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.
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CAPSTEAD MORTGAGE CORPORATION |
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May 12, 2021 |
By: |
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/s/ Lance J. Phillips |
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Lance J. Phillips |
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Senior Vice President, Chief Financial Officer |
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and Secretary |