UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrantx Filed by a party other than the registrant¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
Hatteras Financial Corp.
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of filing fee (Check the appropriate box.):
| x | No fee required |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting of
HATTERAS FINANCIAL CORP.
To Be Held On:
May 6, 2009 at 10:00 a.m. (local time) Old Town Club, 2875 Old Town Club Road, Winston Salem, North Carolina 27106
COMPANY NUMBER
ACCOUNT NUMBER
CONTROL NUMBER
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.
If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before April 20, 2009.
Please visit http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=15639, where the following materials are available for view:
Notice of Annual Meeting of Stockholders
Proxy Statement
Form of Electronic Proxy Card
Annual Report to Stockholders
TO REQUEST MATERIAL:
TO VOTE:
TELEPHONE: 866-668-8562
E-MAIL: info@amstock.com
WEBSITE: http://www.amstock.com/proxyservices/requestmaterials.asp
ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.
-OR-
IN PERSON: You may vote your shares in person by attending the Annual Meeting.
-OR-
TELEPHONE: To vote by telephone, please visit https://secure.amstock.com/voteproxy/login2.asp to view the materials and to obtain the toll free number to call.
-OR-
MAIL: You may request a card by following the instructions above.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE PROPOSALS 1 AND 2.
1. ELECTION OF DIRECTORS
NOMINEES: Michael R. Hough Benjamin M. Hough David W. Berson Ira G. Kawaller Jeffrey D. Miller Thomas D. Wren
“FOR”
2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM for the fiscal year ending December 31, 2009
Please note that you cannot use this notice to vote by mail.
The close of business on March 17, 2009 has been set by the Board of Directors as the record date for the determination of stockholders entitled to notice and entitled to vote at the meeting.
Stockholders are encouraged and cordially invited to attend the Annual Meeting of Stockholders of Hatteras Financial Corp.
For directions to the Annual Meeting, please visit the Investor Relations section of our corporate website at www.hatfin.com.
*** Exercise Your Right to Vote ***
IMPORTANT NOTICE Regarding the Availability of Proxy Materials
HATTERAS FINANCIAL CORP.
BROKER LOGO HERE
Return Address Line 1
Return Address Line 2
Return Address Line 3
51 MERCEDES WAY
EDGEWOOD NY 11717
Investor Address Line 1
Investor Address Line 2
Investor Address Line 3
Investor Address Line 4
Investor Address Line 5
John Sample
1234 ANYWHERE STREET
ANY CITY, ON A1A 1A1
1 OF 2 12 15
Meeting Information
Meeting Type: Annual Meeting
For holders as of: March 17, 2009
Date: May 06, 2009
Time: 10:00 AM EDT
Location: Old Town Club
2875 Old Town Club Road
Winston Salem, NC 27106
BARCODE
You are receiving this communication because you hold shares in the above named company.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting instructions.
Broadridge Internal Use Only
Job Envelope Sequence of Sequence
0000017156_1 R2.09.03.15
Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
1. Notice & Proxy Statement
2. Annual Report
How to View Online:
Have the 12-Digit Control Number available (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is No charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET: www.proxyvote.com
2) BY TELEPHONE: 1-800-579-1639
3) BY E-MAIL*: sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 22, 2009 to facilitate timely delivery.
How To Vote
Please Choose One of The Following Voting Methods
Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the 12 Digit Control Number available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.
Internal Use Only
Voting Items
The Board of Directors recommends you vote FOR the following proposal(s).
1. Election of Directors Nominees
1 Michael R. Hough
2 Benjamin M. Hough
3 David W. Berson
4 Ira G. Kawaller
5 Jeffrey D. Miller
6 Thomas D. Wren
The Board of Directors recommends you vote FOR the following proposal(s).
2. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2009.
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
BARCODE
0000 0000 0000
Broadridge Internal Use Only
Cusip Job Envelope Sequence of Sequence
0000017156_3 R2.09.03.15
Reserved for Broadridge Internal Control Information
Voting Instructions
THIS SPACE RESERVED FOR LANGUAGE PERTAINING TO BANKS AND BROKERS AS REQUIRED BY THE NEW YORK STOCK EXCHANGE
THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE
Broadridge Internal Use Only
Job Envelope Sequence of Sequence
0000017156_4 R2.09.03.15
FOLD AND DETACH HERE
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER
MEETING TO BE HELD ON 05/06/09 FOR HATTERAS FINANCIAL CORP.
THE FOLLOWING MATERIAL IS AVAILABLE AT WWW.PROXYVOTE.COM ** | **
HATTERAS FINANCIAL CORP. ANNUAL MEETING TO BE HELD ON 05/06/09 AT 10:00 A.M. EDT -
PROXYMATERIALS
FOR HOLDERS AS OF 03/17/09 * ISSUER CONFIRMATION COPY - INFO ONLY *
9 1-0001 THIS FORM IS PROVIDED FOR INFORMATIONAL 2 -I -S
PURPOSES ONLY. PLEASE DO NOT USE IT FOR DIRECTORS
VOTING PURPOSES. (MARK “X” FOR ONLY ONE BOX)
41902R103 THIS SPACE INTENTIONALLY LEFT BLANK
DIRECTORS
PLEASE INDICATE YOUR VOTING
INSTRUCTIONS FOR EACH PROPOSAL
USE NUMBER ONLY FOR AGAINST ABSTAIN
PROPOSAL(S) DIRECTORS RECOMMEND
PLEASE INDICATE YOUR PROPOSAL SELECTION BY
1A - ELECTION OF DIRECTOR: MICHAEL R. HOUGH FOR 0010113 1A FIRMLY PLACING AN “X” IN THE APPROPRIATE
NUMBERED BOX WITH BLUE OR BLACK INK X
1B - ELECTION OF DIRECTOR: BENJAMIN M. HOUGH FOR 0010113 1B
SEE VOTING INSTRUCTION NO. ON REVERSE
1C - ELECTION OF DIRECTOR: DAVID W. BERSON FOR 0010113 1C A/C:
FOR AGAINST ABSTAIN 41902R103
1D - ELECTION OF DIRECTOR: IRA G. KAWALLER FOR 0010113 1D P74788
1E - ELECTION OF DIRECTOR: JEFFREY D. MILLER FOR 0010113 1E
1F - ELECTION OF DIRECTOR: THOMAS D.WREN FOR 0010113 1F PLACE “X” HERE IF YOU PLAN TO ATTEND AND VOTE YOUR SHARES AT THE MEETING
FOR AGAINST ABSTAIN
7 - RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS FOR 0010200 7 Broadridge TM
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2009. DO NOT USE
9
*NOTE* SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE DO NOT USE
MEETING OR ANY ADJOURNMENT THEREOF. DO NOT USE 51 MERCEDES WAY
FOR AGAINST ABSTAIN EDGEWOOD NY 11717 9
DO NOT USE DO NOT USE
DO NOT USE FOR AGAINST ABSTAIN HATTERAS FINANCIAL CORP.
MATERIALS ELECTION
110 OAKWOOD DR., STE 340
DO NOT USE WINSTON SALEM, NC 27103
As of July 1, 2007, SEC rules permit companies to send you a Notice indicating that
their proxy materials are available on the Internet and how you can request a mailed
copy. Check the box to the right if you want to receive future proxy materials by mail
at no cost to you. Even if you do not check the box, you will still have the right to
request a free set of proxy materials upon receipt of a Notice.
FOLD AND DETACH HERE
VIF01H SIGNATURE(S) DATE
WCS-3-04
VOTING INSTRUCTIONS
TO OUR CLIENTS:
WE HAVE BEEN REQUESTED TO FORWARD TO YOU THE ENCLOSED PROXY MATERIAL RELATIVE. TO SECURITIES HELD BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME ONLY WE AS THE HOLDER OF RECORD CAN VOTE SUCH SECURITIES. WE SHALL BE PLEASED TO VOTE YOUR SECURITIES IN ACCORDANCE WITH YOUR WISHES, IF YOU WILL EXECUTE THE FORM AND RETURN IT TO US PROMPTLY IN THE ENCLOSED BUSINESS REPLY ENVELOPE. IT IS UNDERSTOOD THAT IF YOU SIGN WITHOUT OTHERWISE MARKING THE FORM YOUR SECURITIES WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS ON ALL MATTERS TO BE CONSIDERED AT THE MEETING.
FOR THIS MEETING, THE EXTENT OF OUR AUTHORITY TO VOTE YOUR SECURITIES IN THE ABSENCE OF YOUR INSTRUCTIONS CAN BE DETERMINED BY REFERRING TO THE APPLICABLE VOTING INSTRUCTION NUMBER INDICATED ON THE FACE OF YOUR FORM.
FOR MARGIN ACCOUNTS, IN THE EVENT YOUR SECURITIES HAVE BEEN LOANED OVER RECORD DATE, THE NUMBER OF SHARES WE VOTE ON YOUR BEHALF HAS BEEN OR CAN BE ADJUSTED DOWNWARD.
INSTRUCTION 1
IF YOUR SECURITIES ARE HELD BY A BROKER WHO IS A MEMBER OF THE NEW YORK STOCK EXCHANGE (NYSE), THE RULES OF THE NYSE WILL GUIDE THE VOTING PROCEDURES. THESE RULES PROVIDE THAT IF INSTRUCTIONS ARE NOT RECEIVED FROM YOU PRIOR TO THE ISSUANCE OF THE FIRST VOTE, THE PROXY MAY BE GIVEN AT DISCRETION OF YOUR BROKER (ON THE TENTH DAY, IF THE MATERIAL WAS MAILED AT LEAST 15 DAYS PRIOR TO THE MEETING DATE: ON THE FIFTEENTH DAY IF THE PROXY MATERIAL WAS MAILED 25 DAYS OR MORE PRIOR TO THE MEETING DATE). IN ORDER FOR YOUR BROKER TO EXERCISE THIS DISCRETIONARY AUTHORITY, PROXY MATERIAL WOULD NEED TO HAVE BEEN MAILED AT LEAST 15 DAYS PRIOR TO THE MEETING DATE, AND THE MATTER(S) BEFORE THE MEETING MUST BE DEEMED “ROUTINE” IN NATURE ACCORDING TO NYSE GUIDELINES. IF THESE TWO REQUIREMENTS ARE MET, AND YOU HAVE NOT COMMUNICATED TO US PRIOR TO THE FIRST VOTE BEING ISSUED, WE MAY VOTE YOUR SECURITIES AT OUR DISCRETION ON THESE MATTER(S). WE WILL NEVERTHELESS FOLLOW YOUR INSTRUCTIONS, EVEN IF OUR DISCRETIONARY VOTE HAS ALREADY BEEN GIVEN, PROVIDED YOUR INSTRUCTIONS ARE RECEIVED PRIOR TO THE MEETING DATE.
IF YOUR SECURITIES ARE HELD BY A BANK, YOUR SHARES CANNOT BE VOTED WITHOUT YOUR SPECIFIC INSTRUCTIONS.
INSTRUCTION 2
IF YOUR SECURITIES ARE HELD BY A BROKER WHO IS A MEMBER OF THE NEW YORK STOCK EXCHANGE (NYSE), THE RULES OF THE NYSE WILL GUIDE THE VOTING PROCEDURES. WE WISH TO CALL YOUR ATTENTION TO THE FACT THAT FOR THIS MEETING UNDER THE RULES OF THE NYSE. WE CANNOT VOTE YOUR SECURITIES ON ONE OR MORE OF THE MATTERS TO BE ACTED UPON AT THE MEETING WITHOUT YOUR SPECIFIC INSTRUCTIONS. THESE RULES PROVIDE THAT IF INSTRUCTIONS ARE NOT RECEIVED FROM YOU PRIOR TO THE ISSUANCE OF THE FIRST VOTE, THE PROXY FOR ONE OR MORE OF THE MATTERS MAY BE GIVEN AT THE DISCRETION OF YOUR BROKER (ON THE TENTH DAY, IF THE MATERIAL WAS MAILED AT LEAST 15 DAYS PRIOR TO THE MEETING, ON THE FIFTEENTH DAY IF THE PROXY MATERIAL WAS MAILED 25 DAYS OR MORE PRIOR TO THE MEETING DATE). IN ORDER FOR YOUR BROKER TO EXERCISE THIS DISCRETIONARY AUTHORITY FOR ONE OR MORE OF THE MATTERS, PROXY MATERIAL WOULD NEED TO HAVE BEEN MAILED AT LEAST 15 DAYS PRIOR TO THE MEETING DATE, AND THE MATTER(S) BEFORE THE MEETING MUST BE DEEMED “ROUTINE” IN NATURE ACCORDING TO NYSE GUIDELINES. IF THESE TWO REQUIREMENTS ARE MET, AND YOU HAVE NOT COMMUNICATED TO US PRIOR TO THE FIRST VOTE BEING ISSUED, WE MAY VOTE YOUR SECURITIES AT OUR DISCRETION ON ONE OR MORE OF THE MATTERS TO BE ACTED UPON AT THE MEETING. WE Will, NEVERTHELESS FOLLOW YOUR INSTRUCTIONS, EVEN IF OUR DISCRETIONARY VOTE HAS ALREADY BEEN GIVEN ON THOSE MATTERS, PROVIDED YOUR INSTRUCTIONS ARE RECEIVED PRIOR TO THE MEETING DATE.
IF YOUR SECURITIES ARE HELD IN THE NAME OF A BANK, WE REQUIRE YOUR INSTRUCTIONS ON ALL MATTERS TO BE VOTED ON AT THE MEETING.
INSTRUCTION 3
IN ORDER FOR YOUR SECURITIES TO BE REPRESENTED AT THE MEETING, IT WILL BE NECESSARY FOR US TO HAVE YOUR SPECIFIC VOTING INSTRUCTIONS. PLEASE DATE, SIGN AND RETURN YOUR VOTING INSTRUCTIONS TO US PROMPTLY IN THE RETURN ENVELOPE PROVIDED.
INSTRUCTION 4
WE HAVE PREVIOUSLY SENT YOU PROXY SOLICITING MATERIAL PERTAINING TO THE MEETING OF SHAREHOLDERS OF THE COMPANY INDICATED.
ACCORDING TO OUR LATEST RECORDS, WE HAVE NOT AS OF YET RECEIVED YOUR VOTING INSTRUCTION ON THE MATTER(S) TO BE CONSIDERED AT THIS MEETING AND THE COMPANY HAS REQUESTED US TO COMMUNICATE WITH YOU IN AN ENDEAVOR TO HAVE YOUR SECURITIES VOTED.
Fold and Detach Here
Please ensure you fold then detach and retain this portion of the Voting Instruction Form
Fold and Detach Here
WRONG WAY
Proxy Services
P.O. Box 9138
Farmingdale NY 11735-9585
P.O. Box 9138