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 4, 2011
(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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Approval of Incentive Bonus Plan
On May 4, 2011, stockholders of Capstead Mortgage Corporation (the “Company”) re-approved the Capstead Mortgage Corporation Second Amended and Restated Incentive Bonus Plan. This plan is filed herein as Exhibit 99.1
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On May 4, 2011, the Company issued a press release announcing first quarter 2011 results. A copy of the press release is attached as Exhibit 99.2.
The information in Item 2.02 of this Form 8-K and Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The annual meeting of stockholders was held on May 4, 2011. As of February 23, 2011, the record date for the annual meeting, there were 71,591,909 shares outstanding and entitled to vote. At the annual meeting, 64,838,577 shares, or approximately 90.57% 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 seven nominees to the Company’s 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 board (constituting the entire board), with the voting results for each nominee as shown: |
Name | For | Withheld/ Abstentions | Broker Non-votes | |||||||||
Jack Biegler | 41,551,391 | 352,953 | 22,934,233 | |||||||||
Andrew F. Jacobs | 41,150,847 | 753,497 | 22,934,233 | |||||||||
Gary Keiser | 41,456,410 | 447,934 | 22,934,233 | |||||||||
Paul M. Low | 40,987,625 | 916,719 | 22,934,233 | |||||||||
Christopher W. Mahowald | 41,475,370 | 428,974 | 22,934,233 | |||||||||
Michael G. O’Neil | 41,047,271 | 857,073 | 22,934,233 | |||||||||
Mark S. Whiting | 41,092,198 | 812,146 | 22,934,233 | |||||||||
| 2a. | Proposal (2a) to consider advisory approval of the Company’s compensation philosophy. This proposal was approved by the votes indicated below: |
For | Against | Abstain | Broker Non-votes | |||||||||||
| 40,253,594 | 1,333,605 | 317,144 | 22,934,233 | |||||||||||
| 2b. | Proposal (2b) to consider advisory approval of the compensation granted to the Company’s executive officers in 2010. This proposal was approved by the votes indicated below: |
For | Against | Abstain | Broker Non-votes | |||||||||||
| 39,542,636 | 1,713,593 | 283,115 | 22,934,233 | |||||||||||
3. Proposal 3 to hold an advisory vote on the frequency of votes on the Company’s executive compensation. The advisory vote on this proposal resulted in an annual vote recommendation as indicated by the voting totals below:
Annual | Biannual | Triennial | Abstain | Broker Non-votes | ||||||||||||||
| 35,668,284 | 1,945,572 | 4,142,283 | 148,205 | 22,934,233 | ||||||||||||||
4. Proposal 4 to re-approve the Capstead Mortgage Corporation Second Amended and Restated Incentive Bonus Plan. This proposal was approved by the votes indicated below:
For | Against | Abstain | Broker Non-votes | |||||||||||
| 37,893,071 | 3,632,271 | 379,002 | 22,934,233 | |||||||||||
5. Proposal 5 to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011. This proposal was approved by the votes indicated below:
For | Against | Abstain | Broker Non-votes | |||||||||||
| 63,377,543 | 1,225,026 | 236,008 | 0 | |||||||||||
Based on these voting results, the Company will hold an advisory vote on executive compensation every year until the next stockholder vote on the frequency of votes on executive compensation. A stockholder vote on the frequency of votes on executive compensation is required to be held at least once every six years.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
| (d) | Exhibits. |
| 99.1 | Capstead Mortgage Corporation Second Amended and Restated Incentive Bonus Plan. | |
| 99.2 | Press release issued by Capstead Mortgage Corporation dated May 4, 2011 announcing first quarter 2011 results. | |
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 5, 2011
| By: | /s/ Phillip A. Reinsch | |
| Phillip A. Reinsch | ||
| Chief Financial Officer and Executive Vice President |