0001157523-13-002871.txt : 20130523 0001157523-13-002871.hdr.sgml : 20130523 20130523125115 ACCESSION NUMBER: 0001157523-13-002871 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130523 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130523 DATE AS OF CHANGE: 20130523 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: 13867434 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 a50639363.htm ANWORTH MORTGAGE ASSET CORPORATION


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 23, 2013
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 22, 2013, Anworth Mortgage Asset Corporation (“Anworth”) held its 2013 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 or until their successors have been duly elected and qualified by the following final voting results:
Nominee   For   Against   Abstain   Broker Non-Votes
Lloyd McAdams 71,007,419 3,468,090 6,320,251 43,965,048
Lee A. Ault, III 71,664,009 2,801,859 6,329,992 43,965,048
Charles H. Black 71,621,249 2,850,969 6,323,642 43,965,048
Joe E. Davis 71,629,581 2,834,176 6,332,103 43,965,048
Robert C. Davis 71,985,207 2,473,754 6,336,899 43,965,048
Joseph E. McAdams 69,915,289 4,556,514 6,324,057 43,965,048
2. The advisory vote to approve the compensation of our Named Executive Officers was approved. The proposal received the following voting results: 63,219,337 for; 3,448,128 against; 14,128,395 abstentions; and 43,965,048 broker non-votes.
3. The ratification of the appointment of McGladrey LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013 was approved. The proposal received the following final voting results: 117,267,723 for; 910,373 against; and 6,582,812 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 23, 2013 announcing the final voting results of Anworth’s 2013 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 23, 2013 By:

/s/

Lloyd McAdams

 

Chief Executive Officer

EXHIBIT INDEX

Exhibit #

 

Description

 

99.1

Press Release dated May 23, 2013 announcing the final voting results of Anworth’s 2013 Annual Meeting.

EX-99.1 2 a50639363ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Anworth Announces Annual Meeting Results

SANTA MONICA, Calif.--(BUSINESS WIRE)--May 23, 2013--Anworth Mortgage Asset Corporation (NYSE: ANH) announced the results of its 2013 Annual Meeting of Stockholders (the “Annual Meeting”), which was held on Wednesday, May 22, 2013. Stockholders of record on the record date (March 25, 2013) 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 or until their successors have been duly elected and qualified;
  • An advisory vote to approve the compensation of our Named Executive Officers; and
  • The ratification of the appointment of McGladrey LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013.

The proposal for election of each nominee for director passed with affirmative votes exceeding 93.88% of the votes cast (excluding abstentions and broker non-votes); the advisory vote to approve the compensation of our Named Executive Officers passed with affirmative votes exceeding 94.83% of the votes cast (excluding abstentions and broker non-votes); and the proposal for ratification of the independent registered public accounting firm passed with affirmative votes exceeding 99.23% of the votes cast (excluding abstentions but 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 our website at http://www.anworth.com.

About Anworth Mortgage Asset Corporation

Anworth is an externally-managed mortgage real estate investment trust. We invest 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. We seek to generate income for distribution to our shareholders primarily based on the difference between the yield on our mortgage assets and the cost of our borrowings. We are managed by Anworth Management, LLC, or the Manager, pursuant a management agreement. The Manager is subject to the supervision and direction of our Board of Directors and is responsible for (i) the selection, purchase and sale of our investment portfolio; (ii) our financing and hedging activities; and (iii) providing us with management services and other services and activities relating to our assets and operations as may be appropriate. Our common stock is traded on the New York Stock Exchange under the symbol “ANH.” Anworth is a component of the Russell 2000® Index.

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

This news 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,” “assume,” “estimate,” “intend,” “continue,” or other 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 market value of our mortgage-backed securities; 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; risks associated with investing in mortgage-related assets; changes in business conditions and the general economy, including the consequences of actions by the U.S. government and other foreign governments to address the global financial crisis; implementation of or changes in government regulations affecting our business; our ability to maintain our qualification as a real estate investment trust for federal income tax purposes; our ability to maintain an exemption from the Investment Company Act of 1940, as amended; and the Manager’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
jhillman@anworth.com
http://www.anworth.com