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 3, 2007
CAPSTEAD MORTGAGE CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | |
Delaware
(State of Incorporation) | | 1-08896
(Commission File Number) | | 75-2027937
(I.R.S. Employer
Identification No.) |
| | | |
8401 North Central Expressway
Suite 800
(Address of Principal Executive Offices) | | 75225
(Zip code) |
(214) 874-2323
Registrant’s Telephone Number, Including Area Code
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| | | o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | | o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | | o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Director Compensation
On May 3, 2007 Capstead Mortgage Corporation’s board of directors approved changes to the 2007 compensation of non-employee directors to reflect the activity and responsibility levels of the non-employee directors. The board also added an equity compensation component to further align interests of the non-employee directors with those of the Company’s stockholders.
Cash Compensation:
| | | | | | | | | |
| Description | | 2007 | | | 2006 | |
| |
| | | | | | | | | |
| Annual cash retainer | | $ | 40,000 | | | $ | 30,000 | |
| Board meeting fees (in person) | | | 2,500 | | | | 1,500 | |
| Board meeting fees (telephonic) | | | 1,500 | | | | 1,500 | |
| Committee meeting fees | | | 1,000 | | | | 1,000 | |
| Travel per diem | | | — | | | | 1,500 | |
| Board chair | | | 90,000 | | | | 120,000 | |
| Audit committee chair | | | 15,000 | | | | 5,000 | |
| Compensation committee chair | | | 10,000 | | | | 5,000 | |
| Governance and nominating committee chair | | | 10,000 | | | | 5,000 | |
| Real estate investment committee chair | | | 10,000 | | | | 5,000 | |
Equity Compensation:
Each non-employee director will receive an annual stock award of 1,000 shares that will vest within one year with the expectation that each director will retain all shares.
Issuance of Stock Option Grants to Certain Officers and to Directors
The Amended and Restated 2004 Flexible Long-Term Incentive Plan (the “2004 Plan”) provides the Company with the flexibility to offer key officers, employees and directors performance-based stock incentives and other equity interests in the Company and other incentive awards that recognize the creation of value for the stockholders of the Company and promote the Company’s long-term growth and success. On May 3, 2007, the compensation committee of the board of directors approved the granting of stock options to the officers of the Company who qualify as “named executive officers”
(pursuant to Item 402(a)(3) of the Securities and Exchange Commission Regulation S-K) effective May 7, 2007:
| | | |
| Executive Officer | | Number of Shares |
| Andrew F. Jacobs | | |
| President and Chief Executive Officer | | 50,000 |
| | | |
| Phillip A. Reinsch | | |
| Executive Vice President, Chief Financial Officer and Secretary | | 25,000 |
| | | |
| Robert R. Spears, Jr. | | |
| Executive Vice President — Director, Residential Mortgage Investments | | 25,000 |
| | | |
| Anthony R. Page | | |
| Senior Vice President — Director, Commercial Mortgage Lending Investments | | 25,000 |
| | | |
| Michael W. Brown | | |
| Senior Vice President — Asset and Liability Management and Treasurer | | 15,000 |
The option grants issued have an exercise price of $10.58 per share, are subject to vesting in four equal installments commencing on May 7, 2008, and expire on May 7, 2017.
Additionally, on May 3, 2007 the compensation committee approved stock option grants effective May 7, 2007 to the non-executive members of the board of directors as follows:
| | | |
| Director | | Number of Shares |
| Jack Biegler | | 5,000 |
| Paul M. Low | | 5,000 |
| Gary Keiser | | 5,000 |
| Christopher W. Mahowald | | 5,000 |
| Michael G. O’Neil | | 5,000 |
| Mark S. Whiting | | 5,000 |
The option grants issued to non-executive directors have an exercise price of $10.58 per share, vest within one year and expire on May 7, 2017.
With these stock option grants, the status of the Company’s 2004 Plan is as follows:
| | | | | |
| Number of securities to be issued upon exercise of outstanding options | | | 670,000 | |
| Number of securities remaining available for future issuance | | | 1,907,957 | |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 7, 2007
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| | CAPSTEAD MORTGAGE CORPORATION
| |
| | By: | /s/ PHILLIP A. REINSCH | |
| | | Phillip A. Reinsch | |
| | | Senior Vice President and
Chief Financial Officer | |
| |
