0001157523-11-003418.txt : 20110526 0001157523-11-003418.hdr.sgml : 20110526 20110526161159 ACCESSION NUMBER: 0001157523-11-003418 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110526 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110526 DATE AS OF CHANGE: 20110526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANWORTH MORTGAGE ASSET CORP CENTRAL INDEX KEY: 0001047884 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 522059785 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13709 FILM NUMBER: 11874219 BUSINESS ADDRESS: STREET 1: 1299 OCEAN AVENUE STREET 2: SUITE 250 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-255-4493 MAIL ADDRESS: STREET 1: 1299 OCEAN AVENUE STREET 2: SUITE 250 CITY: SANTA MONICA STATE: CA ZIP: 90401 8-K 1 a6740059.htm ANWORTH MORTGAGE ASSET CORPORATION 8-K


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


May 26, 2011
Date of Report (Date of earliest event reported)


ANWORTH MORTGAGE ASSET CORPORATION
(Exact Name of Registrant as Specified in its Charter)


Maryland
(State or Other Jurisdiction of Incorporation)

001-13709

52-2059785

(Commission File Number)

(IRS Employer Identification No.)

1299 Ocean Avenue, Second Floor, Santa Monica, California

90401

(Address of Principal Executive Offices) (Zip Code)

(310) 255-4493
(Registrant’s Telephone Number, Including Area Code)


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 5.07. Submission of Matters to a Vote of Security Holders.

          On May 25, 2011, Anworth Mortgage Asset Corporation (“Anworth”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”). The following actions were taken at the Annual Meeting, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended:

1. The six nominees proposed by the Board of Directors were elected as directors to hold office until the next annual meeting of stockholders and until their successors have been elected and qualified by the following final voting results:
Nominee   For   Against   Abstain   Broker Non-Votes
Lloyd McAdams 69,616,196 1,251,419 201,036 39,153,328
Lee A. Ault 68,047,859 2,790,117 230,675 39,153,328
Charles H. Black 68,842,539 1,959,138 266,974 39,153,328
Joe E. Davis 68,857,423 1,962,391 248,837 39,153,328
Robert C. Davis 69,004,624 1,789,996 274,031 39,153,328
Joseph E. McAdams 69,210,496 1,622,732 235,423 39,153,328
2. The approval of the execution by Anworth of a management agreement between Anworth and Anworth Management LLC and the concurrent externalization of our management function was approved. The proposal received the following voting results: 66,986,094 for; 3,619,464 against; 463,093 abstentions; and 39,153,328 broker non-votes.
 
3. The advisory vote on the approval of the compensation of our Named Executive Officers was approved. The proposal received the following voting results: 67,331,911 for; 3,303,892 against; 432,848 abstentions; and 39,153,328 broker non-votes.
 
4. The advisory vote on the frequency of the advisory vote on compensation of our Named Executive Officers was approved for every year. The proposal received the following voting results: 61,280,984 for 1 year; 1,436,257 for 2 years; 7,959,846 for 3 years; and 391,564 abstentions.
 
5. The ratification of the appointment of McGladrey & Pullen, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2011 was approved. The proposal received the following final voting results: 109,149,247 for; 586,220 against; and 486,512 abstentions.


Item 9.01 Financial Statements and Exhibits.
(a) Not Applicable.
 
(b) Not Applicable.
 
(c) Not Applicable.
 
(d) Exhibits.
 

Exhibit 99.1

 

Press release dated May 26, 2011 announcing the final voting results of Anworth’s 2011 Annual Meeting.

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.

ANWORTH MORTGAGE ASSET CORPORATION

 

Date: May 26, 2011 By:

/s/

Lloyd McAdams

Chief Executive Officer

EXHIBIT INDEX

Exhibit #

 

Description

 

99.1

Press Release dated May 26, 2011 announcing the final voting results of Anworth’s 2011 Annual Meeting.

EX-99.1 2 a6740059ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Anworth Mortgage Asset Corporation Announces Annual Meeting Results

SANTA MONICA, Calif.--(BUSINESS WIRE)--May 26, 2011--Anworth Mortgage Asset Corporation (NYSE: ANH) (“Anworth” or the “Company”) announced the results of its 2011 Annual Meeting of Stockholders (the “Annual Meeting”), which was held on Wednesday, May 25, 2011. Stockholders of record on the record date (March 25, 2011) were entitled to vote at the Annual Meeting.

The following items were presented for stockholder approval:

  • The election of six directors to hold office until the next annual meeting of stockholders and until their successors have been elected and qualified;
  • The approval of the execution by the Company of a management agreement between our Company and Anworth Management LLC and the concurrent externalization of our management function;
  • An advisory vote on the approval of the compensation of our Named Executive Officers;
  • An advisory vote on the frequency of the advisory vote on compensation of our Named Executive Officers; and
  • The ratification of the appointment of McGladrey & Pullen, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.

The proposal for election of each nominee for director passed with affirmative votes exceeding 95% of the votes cast (excluding broker non-votes); the approval of the management agreement by our Company and Anworth Management LLC and the concurrent externalization of our management function passed with affirmative votes exceeding 94% of the votes cast (excluding broker non-votes); the advisory vote on the approval of the compensation of our Named Executive Officers passed with affirmative votes exceeding 94% of the votes cast (excluding broker non-votes); the advisory vote on the frequency of the advisory vote on compensation of our Named Executive Officers was approved by 86% of the votes cast for a frequency of one year (excluding broker non-votes); and the proposal for ratification of the independent registered public accounting firm passed with affirmative votes exceeding 99% of the votes cast (including broker non-votes). The final voting results for each proposal will be filed today with the U.S. Securities and Exchange Commission on a Current Report on Form 8-K and will be available for viewing on the Company’s website at http://www.anworth.com.

About Anworth Mortgage Asset Corporation

Anworth is a mortgage real estate investment trust which invests primarily in securities guaranteed by the U.S. Government, such as Ginnie Mae, or guaranteed by federally sponsored enterprises, such as Fannie Mae or Freddie Mac. Anworth generates income for distribution to shareholders primarily based on the difference between the yield on its mortgage assets and the cost of its borrowings. The Company’s common stock is traded on the New York Stock Exchange under the symbol ANH.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This press release may contain forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based upon our current expectations and speak only as of the date hereof. Forward-looking statements, which are based on various assumptions (some of which are beyond our control) may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as "may," "will," "believe," "expect," "anticipate," "continue," or similar terms or variations on those terms or the negative of those terms. Our actual results may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, including but not limited to, changes in interest rates, changes in the yield curve, the availability of mortgage-backed securities for purchase, increases in the prepayment rates on the mortgage loans securing our mortgage-backed securities, our ability to use borrowings to finance our assets and, if available, the terms of any financing, changes in the market value of our assets, risks associated with investing in mortgage-related assets, including changes in business conditions and the general economy, changes in government regulations affecting our business, our ability to maintain our qualification as a real estate investment trust for federal income tax purposes, and management's ability to manage our growth. Our Annual Report on Form 10-K and other SEC filings discuss the most significant risk factors that may affect our business, results of operations and financial condition. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

CONTACT:
Anworth Mortgage Asset Corporation
John T. Hillman
(310) 255-4438 or (310) 255-4493
Email: jhillman@anworth.com
Web site: http://www.anworth.com