CYS Investments 8-K Submission of Matters to a Vote of Security Holders

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): May 16, 2017 (May 12, 2017)

CYS Investments, Inc.

(Exact name of Registrant as specified in its charter)

Maryland	001-33740	20-4072657
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 Totten Pond Road, 6^th Floor

Waltham, Massachusetts 02451

(Address of principal executive offices) (Zip code)

(617) 639-0440

(Registrant’s telephone number including area code)

Not Applicable

(Former name or former address, if changed from last report)

Check the appropriate box below if theForm 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) orRule 12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).

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.

At the annual meeting of stockholders of CYS Investments, Inc. (the “Company”) held on May 12, 2017, the stockholders: (i) elected the eight nominated directors, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, and (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017. As of March 15, 2017, the record date for the annual meeting of stockholders, there were 151,707,792 shares of common stock outstanding and entitled to vote.

The full results of the matters voted on at the annual meeting of stockholders are set forth below:

Proposal 1 — Election of Directors:

Nominee for Director	For		Withheld		Broker Non-Votes
Kevin E. Grant		88,219,411		1,652,255		39,638,999
Tanya S. Beder		63,120,709		26,750,957		39,638,999
Karen Hammond		87,532,225		2,339,440		39,638,999
Stephen P. Jonas		87,041,052		2,830,614		39,638,999
Raymond A. Redlingshafer, Jr.		88,301,820		1,569,846		39,638,999
Dale A. Reiss		63,349,817		26,521,849		39,638,999
James A. Stern		63,870,811		26,000,855		39,638,999
David A. Tyson, PhD		87,952,876		1,918,790		39,638,999

Proposal 2 — Advisory Vote on Named Executive Officer Compensation:

For	Against		Abstain		Broker Non-Votes
84,843,876		4,207,462		820,327		39,638,999

Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm:

For	Against		Abstain		Broker Non-Votes
128,171,254		803,228		536,183		*

* No broker non-votes arose in connection with Proposal 3 due to the fact that the matter was considered “routine” under New York Stock Exchange rules.

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SIGNATURE

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.

	CYS INVESTMENTS, INC.
Date: May 16, 2017	By:	/s/ Thomas A. Rosenbloom
	Name:	Thomas A. Rosenbloom
	Title:	Secretary

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