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 5, 2010
HATTERAS FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
| | | | |
| Maryland | | 001-34030 | | 26-1141886 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
110 Oakwood Drive
Suite 340
Winston Salem, North Carolina 27103
(Address of principal executive offices)
Registrant’s telephone number, including area code: (336) 760-9331
Not Applicable
(Former name or former address, if changed since last report)
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 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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the 2010 annual meeting of shareholders held on May 5, 2010 (the “Annual Meeting”), the shareholders of Hatteras Financial Corp. (the “Company”) approved the 2010 Equity Incentive Plan (the “Plan”), under which the Company may issue equity-based awards to officers, employees, directors and any other individuals providing services to or for the Company, the Company’s manager, Atlantic Capital Advisors LLC, or any of the Company’s affiliates. The Plan provides for a maximum of 1,000,000 shares of common stock to be issued in the form of stock options, stock appreciation rights, restricted stock awards, performance stock or other equity-based awards. With limited exceptions, no person may be granted more than 100,000 shares in a year. A description of the material terms of the Plan can be found in the section of the Definitive Proxy Statement on Schedule 14A filed by the Company on March 26, 2010 entitled “Proposal 3—Approval of the 2010 Equity Incentive Plan,” which description is incorporated by reference into this current report on Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting held on May 5, 2010, the matters on which the shareholders voted, in person or by proxy were:
| | (i) | for the election of six directors of the Company to hold office until the 2011 annual meeting of shareholders and until the successor of each has been duly elected and qualifies; |
| | (ii) | the ratification of the appointment of the Company’s independent registered public accounting firm for the year ending December 31, 2010; and |
| | (iii) | the consideration and approval of the 2010 Equity Incentive Plan. |
The six nominees were elected, the appointment of the independent registered public accounting firm was ratified and the 2010 Equity Incentive Plan was approved. The results of the voting were as follows:
Election of Directors:
| | | | | | | | |
Director | | Votes For | | Votes Withheld | | Abstentions | | Broker Non-Votes |
| | | | |
Michael R. Hough | | 18,603,981 | | 404,048 | | 0 | | 12,514,237 |
| | | | |
Benjamin M. Hough | | 18,773,303 | | 234,726 | | 0 | | 12,514,237 |
| | | | |
David W. Berson | | 18,769,702 | | 238,327 | | 0 | | 12,514,237 |
| | | | |
Ira K. Kawaller | | 18,770,090 | | 237,939 | | 0 | | 12,514,237 |
| | | | |
Jeffrey D. Miller | | 18,777,677 | | 230,352 | | 0 | | 12,514,237 |
| | | | |
Thomas W. Wren | | 18,784,846 | | 223,183 | | 0 | | 12,514,237 |
Ratification of Appointment of Independent Registered Public Accounting Firm:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
31,246,552 | | 152,533 | | 122,981 | | 200 |
Approval of the 2010 Equity Incentive Plan:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
17,149,350 | | 1,663,373 | | 195,301 | | 12,514,242 |
| Item 7.01 | Regulation FD Disclosure. |
Pursuant to a press release on May 6, 2010, the Company announced the results of the 2010 Annual Meeting of Shareholders. A copy of the press release is furnished as an exhibit to this report and is incorporated by reference herein. In addition, the Company’s presentation from the 2010 Annual Meeting of Shareholders will be available on the Company’s website atwww.hatfin.com.
The information in Item 7.01 of this report, including the information in the press release attached as Exhibit 99.1 to this report, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this report, including the information in the press release attached as Exhibit 99.1 to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
Exhibit
Number | | Description |
| |
10.1 | | 2010 Equity Incentive Plan |
| |
99.1 | | Press Release dated May 6, 2010 |
The information contained in the press release attached as Exhibit 99.1 to this report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information contained in the press release attached as Exhibit 99.1 to this report shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933.
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.
| | | | |
| | HATTERAS FINANCIAL CORP. |
| | |
| Dated: May 6, 2010 | | BY: | | /s/ KENNETH A. STEELE |
| | | | Kenneth A. Steele |
| | | | Chief Financial Officer, Treasurer and Secretary |
EXHIBIT INDEX
| | |
Exhibit
Number | | Description |
| |
10.1 | | 2010 Equity Incentive Plan |
| |
99.1 | | Press Release dated May 6, 2010 |
