0001157523-16-005692.txt : 20160520 0001157523-16-005692.hdr.sgml : 20160520 20160520160543 ACCESSION NUMBER: 0001157523-16-005692 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160518 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160520 DATE AS OF CHANGE: 20160520 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: 161666221 BUSINESS ADDRESS: STREET 1: 1299 OCEAN AVENUE STREET 2: SECOND FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-255-4493 MAIL ADDRESS: STREET 1: 1299 OCEAN AVENUE STREET 2: SECOND FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90401 8-K 1 a51347030.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 18, 2016
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 18, 2016, Anworth Mortgage Asset Corporation (“Anworth”) held its 2016 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
 
Lloyd McAdams 50,337,569 2,499,196 332,056
Lee A. Ault, III 51,392,268 1,440,067 336,486
Joe E. Davis 51,381,494 1,457,506 329,821
Robert C. Davis 51,590,834 1,249,387 328,600
Mark S. Maron 51,728,614 1,116,192 324,015
Joseph E. McAdams 49,633,294 3,203,167 332,360

2.  The advisory vote to approve the compensation of our Named Executive Officers was approved.  The proposal received the following final voting results: for: 36,890,024; against: 14,821,017; and abstentions: 1,457,780.                   

3.  The ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016 was approved.  The proposal received the following final voting results: for: 80,409,375; against: 1,929,163; and abstentions: 599,417.

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 20, 2016 announcing the final voting results of Anworth’s 2016 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 20, 2016 By:

/s/ Lloyd McAdams

Lloyd McAdams

Chief Executive Officer


EXHIBIT INDEX

Exhibit #

 

Description

 

99.1

Press release dated May 20, 2016 announcing the final voting results of Anworth’s 2016 Annual Meeting.

EX-99.1 2 a51347030ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Anworth Announces Annual Meeting Results

SANTA MONICA, Calif.--(BUSINESS WIRE)--May 20, 2016--Anworth Mortgage Asset Corporation (NYSE: ANH) announced the results of its 2016 Annual Meeting of Stockholders (the “Annual Meeting”), which was held on Wednesday, May 18, 2016. Stockholders of record on the record date of March 7, 2016 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 RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

82,937,955 votes were cast at the Annual Meeting. Of such total votes cast, the proposal for election of each of the Anworth Board of Director’s nominee for director passed with affirmative votes exceeding 93.3% 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 69.3% 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 96.9% 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. Our principal business is to invest primarily in mortgage-backed securities which are either rated “investment grade” or are 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; risks associated with our home rental business; 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 – Director of Investor Relations
1299 Ocean Avenue, Second Floor
Santa Monica, CA 90401
(310) 255-4438 or (310) 255-4493
Email: jhillman@anworth.com
Web site: http://www.anworth.com