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: May 25, 2016
(Date of Earliest Event Reported)
CAPSTEAD MORTGAGE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 001-08896 | 75-2027937 |
| (State of Incorporation) | (Commission File No.) | (I.R.S.Employer Identification No.) |
8401 North Central Expressway Suite 800 Dallas, Texas | | 75225 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (214) 874-2323
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 230.14a-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 5.07. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
The annual meeting of stockholders was held on May 25, 2016. As of March 28, 2016, the record date for the annual meeting, there were 95,947,090 shares outstanding and entitled to vote. At the annual meeting 88,378,808 shares, or approximately 92.11% of the eligible voting shares, were represented either in person or by proxy.
At the meeting, the stockholders voted on the following items:
| 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: |
| Name | | For | | | Against | | | Withheld/ Abstentions | | | Broker Non-votes | |
| | | | | | | | | | | | | |
| Jack Bernard | | | 61,343,694 | | | | 809,492 | | | | 199,314 | | | | 26,026,308 | |
| Jack Biegler | | | 61,385,538 | | | | 777,213 | | | | 189,749 | | | | 26,026,308 | |
| Michelle P. Goolsby | | | 61,403,976 | | | | 749,320 | | | | 199,204 | | | | 26,026,308 | |
| Andrew F. Jacobs | | | 61,421,108 | | | | 739,614 | | | | 191,778 | | | | 26,026,308 | |
| Gary Keiser | | | 61,284,667 | | | | 867,295 | | | | 200,538 | | | | 26,026,308 | |
| Christopher W. Mahowald | | | 61,404,317 | | | | 746,638 | | | | 201,545 | | | | 26,026,308 | |
| Michael G. O’Neil | | | 61,127,992 | | | | 1,021,228 | | | | 203,280 | | | | 26,026,308 | |
| Mark S. Whiting | | | 61,213,643 | | | | 937,669 | | | | 201,188 | | | | 26,026,308 | |
| 2. | Proposal (2) to approve on an advisory (nonbinding) basis our 2015 executive compensation. This proposal was approved by the votes indicated below: |
| For | Against | Abstain | |
| | | | |
| 59,904,659 | 1,850,624 | 597,217 | 26,026,308 |
| 3. | Proposal (3) to approve our Third Amended and Restated Incentive Bonus. This proposal was approved by the votes indicated below: |
| For | Against | Abstain | Broker Non-votes |
| | | | |
| 59,338,159 | 2,405,958 | 608,383 | 26,026,308 |
| 4. | Proposal (4) to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016. This proposal was approved by the votes indicated below: |
| For | Against | Abstain | |
| | | | |
| 87,263,502 | 824,393 | 290,913 | -0- |
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.
| | CAPSTEAD MORTGAGE CORPORATION |
| | | |
| May 27, 2016 | | |
| | By: | /s/ Phillip A. Reinsch |
| | | Phillip A. Reinsch |
| | | Executive Vice President, Chief Financial |
| | | Officer and Treasurer |
