Maryland
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001-08896
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75-2027937
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(State of Incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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8401 North Central Expressway
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Suite 800
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Dallas, Texas
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75225
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(Address of Principal Executive Offices)
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(Zip Code)
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 230.14a-12). |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
ITEM 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. |
ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
(d) | Exhibits. |
3.1* | Amended and Restated Bylaws |
10.1* | 2014 Annual Incentive Compensation Program |
10.2* | 2014 Long-Term Award Criteria, as corrected |
10.3* | Form of Performance Unit Agreement, as corrected |
CAPSTEAD MORTGAGE CORPORATION
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February 3, 2014
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By:
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/s/ Phillip A. Reinsch
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Phillip A. Reinsch
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Executive Vice President, Chief Financial
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Officer and Secretary
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Exhibit No.
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Description
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3.1* | Amended and Restated Bylaws |
10.1* | 2014 Annual Incentive Compensation Program |
10.2* | 2014 Long-Term Award Criteria, as corrected |
10.3* | Form of Performance Unit Agreement, as corrected |
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Page
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ARTICLE I. STOCKHOLDERS
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1
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SECTION 1.1.
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Annual Meeting
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1
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SECTION 1.2.
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Special Meeting
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1
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SECTION 1.3.
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Director Nomination by Stockholder
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2
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SECTION 1.4.
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Place of Meetings
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2
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SECTION 1.5.
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Fixing of Record Date
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2
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SECTION 1.6.
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Notice of Meetings; Waiver of Notice
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2
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SECTION 1.7.
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Quorum; Voting
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2
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SECTION 1.8.
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Adjournments
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3
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SECTION 1.9.
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General Right to Vote; Proxies
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4
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SECTION 1.10.
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List of Stockholders
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4
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SECTION 1.11.
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Organization and Order of Business
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4
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SECTION 1.12.
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Conduct of Voting
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5
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ARTICLE II. BOARD OF DIRECTORS
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5
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SECTION 2.1.
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Function of Directors
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5
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SECTION 2.2.
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Number of Directors
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5
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SECTION 2.3.
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Election and Tenure of Directors
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5
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SECTION 2.4.
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Removal of Director
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5
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SECTION 2.5.
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Vacancy on Board
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6
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SECTION 2.6.
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Regular Meetings
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6
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SECTION 2.7.
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Special Meetings
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6
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SECTION 2.8.
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Meeting by Conference Telephone
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6
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SECTION 2.9.
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Notice of Meeting
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7
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SECTION 2.10.
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Quorum and Action by Directors
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7
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SECTION 2.11.
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Organization
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8
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SECTION 2.12.
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Action by Consent
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8
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SECTION 2.13.
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Compensation
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8
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SECTION 2.14.
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Interested Director Transactions
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8
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ARTICLE III. COMMITTEES
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10
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SECTION 3.1.
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Number; Conduct
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10
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ARTICLE IV. OFFICERS
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11
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SECTION 4.1.
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Enumeration
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11
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SECTION 4.2.
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Election and Appointment
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11
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SECTION 4.3.
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Chairman of the Board
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11
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SECTION 4.4.
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Chief Executive Officer
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12
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SECTION 4.5.
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President
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12
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SECTION 4.6.
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Chief Financial Officer
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12
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SECTION 4.7.
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Treasurer and Assistant Treasurers
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12
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SECTION 4.8.
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Secretary and Assistant Secretaries
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13
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SECTION 4.9.
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Chief Operating Officer, Chief Investment Officer, Chief Legal Officer, or Chief Accounting Officer
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13
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SECTION 4.10.
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Vice Presidents and Assistant Vice Presidents
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13
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SECTION 4.11.
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Compensation
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13
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SECTION 4.12.
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Qualification
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14
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SECTION 4.13.
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Tenure
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14
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SECTION 4.14.
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Resignation
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14
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SECTION 4.15.
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Removal
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14
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SECTION 4.16.
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Absence or Disability
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15
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SECTION 4.17.
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Vacancies
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15
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SECTION 4.18.
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Other Powers and Duties
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15
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ARTICLE V. STOCK
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15
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SECTION 5.1.
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Certificates for Stock
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15
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SECTION 5.2.
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Transfers
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16
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SECTION 5.3.
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Legends
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16
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SECTION 5.4.
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Record Date and Closing of Transfer Books
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16
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SECTION 5.5.
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Stock Ledger
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16
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SECTION 5.6.
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Lost Stock Certificates
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17
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SECTION 5.7.
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Transfer Agents and Registrars
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17
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SECTION 5.8.
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Stockholders’ Addresses
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17
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SECTION 5.9.
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Repurchase of Shares of Stock
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17
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ARTICLE VI. FINANCE
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18
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SECTION 6.1.
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Annual Statement of Affairs
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18
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SECTION 6.2.
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Dividends
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18
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SECTION 6.3.
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Fiscal Year
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18
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ARTICLE VII. INDEMNITIES
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18
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SECTION 7.1.
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Right to Indemnification
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18
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SECTION 7.2.
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Indemnification of Employees and Agents of the Corporation
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19
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SECTION 7.3.
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Right of Indemnitee to Bring Suit
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19
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SECTION 7.4.
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Non-Exclusivity of Rights
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20
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SECTION 7.5.
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Insurance
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20
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ARTICLE VIII. MISCELLANEOUS
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21
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SECTION 8.1.
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Books and Records
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21
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SECTION 8.2.
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Mail
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21
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SECTION 8.3.
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Amendments
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21
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(i)
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the common directorship;
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(ii)
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the presence of the director at the meeting of the Board of Directors which authorizes, approves or ratifies the contract or transaction; or
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(iii)
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the counting of the vote of the director for the authorization, approval or ratification of the contract or transaction.
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(i)
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the fact of the common directorship or interest is disclosed or known to:
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1.
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the Board of Directors of the Corporation, and the Board of Directors authorizes, approves or ratifies the contract or transaction by the affirmative vote of a majority of disinterested directors, even if the disinterested directors constitute less than a quorum; or
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2.
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the stockholders entitled to vote, and the contract or transaction is authorized, approved or ratified by a majority of the votes cast by the stockholders entitled to vote other than the votes of shares owned of record or beneficially by the interested director, or corporation, firm or other entity; or
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(ii)
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a contract or transaction is fair and reasonable to the Corporation.
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(d) (i)
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If a contract or transaction is not authorized, approved or ratified in any one of the ways provided for in subsection (b)(i) of this Section 2.14, the person asserting the validity of the contract or transaction bears the burden of proving that the contract or transaction was fair and reasonable to the Corporation at the time it was authorized, approved or ratified.
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(ii)
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This subsection (d) does not apply to the fixing by the Board of Directors of the Corporation of reasonable compensation, whether as a director or in any other capacity.
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(a) | The Board of Directors shall have the power, at any annual or regular meeting, or at any special meeting if notice thereof is included in the notice of such special meeting, to alter or repeal any Bylaws of the Corporation and to make new Bylaws. |
(b) | Subject to the MGCL, the stockholders, by affirmative vote of a majority of the shares of common stock of the Corporation, shall have the power, at any annual meeting called pursuant to Section 1.1, or at any special meeting if notice thereof is included in the notice of such special meeting, to alter or repeal any Bylaws of the Corporation and to make new Bylaws. |
Purpose: | Capstead Mortgage Corporation (the “Company”) has established the 2014 Annual Incentive Compensation Program (the “2014 Program”) to implement the Company’s short-term incentive pay program in an effort to: (i) align executive variable cash compensation with the annual objectives of the Company, (ii) motivate executives to create sustained stockholder value, and (iii) ensure retention of key executives by ensuring that cash compensation remains competitive. |
Participants: | Executive officers of the Company designated by the Compensation Committee. |
Payout Criteria: | The formula and performance-based methodology for determining annual incentive compensation is adopted effective January 1, 2014. The “target” payment under the 2014 Program for each executive officer will be 125% of his or her base salary at January 1, 2014, with the award, if any, payable in cash. |
· | 55% of the payout is calculated based on Relative Economic Return metrics (40% measured against Peer Agency mREITs, as defined below) (15% measured against Peer mREITs, as defined below) |
· | 15% of the payout is calculated based on a Relative Operating Efficiency metric, as measured against Peer mREITs |
· | 15% of the payout is calculated based on an Absolute Economic Return metric |
· | 15% of payout is calculated based on performance against Individual Objectives |
Payout Factors: | The payout factor for each of the Relative Economic Return and the Absolute Economic Return metrics is 0% - 200%, rounded to the nearest whole percentage, based on actual performance against approved objectives, as more fully described below. |
Relative Economic
Return, as
Measured against
Peer Agency
mREITs:
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A portion of the payout of each participant’s total award pursuant to the 2014 Program will be based on the relative economic performance of the Company, as compared with the Company’s peers which invest primarily in residential mortgage pass-through securities issued and guaranteed by government-sponsored entities, either Fannie Mae or Freddie Mac, or an agency of the federal government, Ginnie Mae, as selected by the Compensation Committee (“Peer Agency mREITs”). The economic performance for the Company and each of the Peer Agency mREITs will be calculated as the respective change in book value per share of common stock plus dividends declared per share of common stock during 2014, divided by beginning per share book value for each such entity (“Relative Economic Return”). The Company will then be ranked against each of the Peer Agency mREITs and assigned a percentile of relative performance. The portion of each participant’s total payout attributable to Relative Economic Return as measured against Peer Agency mREITs will equal 40% of the target award multiplied by the applicable payout factor. |
Threshold
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Relative Economic Return
Percentile, as Measured
Against Peer Agency mREITs
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Payout Factor, as a
Percentage of Target
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<40th Percentile
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0%
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Minimum
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40th Percentile
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50%
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Target
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60th Percentile
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100%
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Maximum
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≥80th Percentile
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200%
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Relative Economic
Return, as
Measured against
Peer mREITs:
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A portion of the payout of each participant’s total award pursuant to the 2014 Program will be based on the relative economic performance of the Company, as compared with each of the Company’s peers which invest in a variety of mortgage securities, not limited to Peer Agency mREITs, as selected by the Compensation Committee (the “Peer mREITs”). The relative economic performance of the Company and each of the Peer mREITs will be calculated consistent with the calculation for Relative Economic Return as measured against Peer Agency mREITs described above. The portion of each participant’s total payout attributable to Relative Economic Return as measured against Peer mREITs will equal 15% of the target award multiplied by the applicable payout factor. |
Threshold
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Relative Economic Return
Percentile, as Measured
Against Peer mREITs
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Payout Factor, as a
Percentage of Target
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<40th Percentile
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0%
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Minimum
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40th Percentile
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50%
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Target
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60th Percentile
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100%
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Maximum
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≥80th Percentile
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200%
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Relative
Operating
Efficiency, as
measured against
Peer mREITs:
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A portion of the payout of each participant’s total award pursuant to the 2014 Program will be based on relative operating efficiency of the Company, as compared with each of the Peer mREITs. The operating efficiency will be calculated based on the ratio of total general and administrative costs, including management fees, to long-term investment capital (defined as average stockholders’ equity plus average long-term unsecured borrowings), calculated for the 2014 calendar year. The portion of each participant’s total payout attributable to Relative Operating Efficiency as measured against Peer mREITs will equal 15% of the target award multiplied by the applicable payout factor. |
Threshold
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Relative Operating Efficiency
Percentile, as Measured
Against Peer Agency mREITs
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Payout Factor, as a
Percentage of Target
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<85th Percentile
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0%
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Minimum
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85th Percentile
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50%
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Target
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90th Percentile
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100%
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Maximum
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≥95th Percentile
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150%
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Absolute
Economic
Return:
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A portion of the payout of each participant’s total award pursuant to the 2014 Program will be based on absolute economic return of the Company. The absolute economic return for the Company will be calculated as the respective change in book value per share of common stock of the Company plus dividends declared per share of common stock during 2014, divided by beginning per share book value (“Absolute Economic Return”). The portion of each participant’s total payout attributable to Absolute Economic Return will equal 15% of the target award multiplied by the applicable payout factor. |
Threshold
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Absolute Economic Return
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Payout Factor, as a
Percentage of Target
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<10.0%
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0%
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Minimum
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10.0%
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50%
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Target
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12.5%
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100%
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Maximum
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≥15.0%
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200%
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Individual
Objectives:
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A portion of the payout of each participant’s total award pursuant to the 2014 Program will be based on attaining individual objectives set by the Compensation Committee. The individual performance metric will be measured against the attainment of certain specified individual objectives. The portion of each participant’s total payout attributable to Individual Objectives will equal 15% of the target award multiplied by the applicable payout factor. |
Plan Year: | The 2014 Program will correspond with the Company’s 2014 fiscal year. |
Eligibility: | Eligibility is limited to the executive officers of the Company. Participants must be actively employed by the Company on the last working day of the Plan Year to receive an incentive award, except as otherwise provided below or by regulatory provisions. If a participant dies, becomes disabled, or retires prior to the payment of awards, or if a participant’s job is eliminated and such job elimination makes the participant eligible to receive benefits under a Company severance plan or policy, the participant may receive a payout, at the time other incentive awards are paid, based on actual time in the position and actual results of the Company. Eligibility and individual target amounts may be prorated. A participant’s year-end base salary will be used to calculate the incentive award in the case of those individuals actively employed by the Company on the last working day of the Plan Year. A participant’s base salary at the time of death, disability, retirement, or job elimination will be used to calculate the pro-rated incentive award in those specific circumstances. All proration of incentive awards will be calculated based on whole month participation. |
Definitions: | “Disability” is defined as permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Service Code (“Code”). |
Repayment
Provision:
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The participant in this 2014 Program agrees and acknowledges that this 2014 Program is subject to any policies that the Compensation Committee of the Board of Directors may adopt from time to time with respect to the repayment to the Company of any benefit received pursuant to this 2014 Program, including “clawback” policies. |
Purpose: | Capstead Mortgage Corporation (the “Company”) has established the Amended and Restated 2004 Flexible Long-Term Incentive Plan (the “2004 Plan”) to implement the Company’s long-term incentive pay program, in an effort to: (i) align executive equity compensation with the long-term objectives of the Company and (ii) motivate executives to create sustained stockholder value. |
Participants: | Executive officers of the Company designated by the Compensation Committee. |
Payout Criteria: | This performance-based methodology for determining long-term equity incentive compensation is adopted effective January 1, 2014. The performance metrics will be assessed for a three-year period commencing January 1, 2014 and ending December 31, 2016. The award will be in the form of performance units that will be convertible, following the end of the performance period, into Shares of the Company’s Common Stock. Provided some or all of the performance criteria are satisfied, the conversion will be automatic on a date determined by the compensation committee after the end of the performance period but no later than March 15, 2017. The “target award” under the 2014 plan for each executive officer will be a number of performance units that, if converted to common stock on the date of grant on a one-for-one basis, would have a value equal to 150% of such executive officer’s base salary at January 1, 2014. However, the actual number of shares into which the performance units convert will be a function of the payout factor described in each performance metric below. |
· | 50% of the economic value of the total 2014 award is calculated based on the Relative Economic Return metric (30% measured against Peer Agency mREITs, as defined below) (20% measured against Peer mREITs, as defined below) |
· | 30% of the economic value of the total 2014 award is calculated based on the Absolute Economic Return metric |
· | 20% of the economic value of the total 2014 award is calculated based on the Relative Total Stockholder Return metric |
Payout Factors: | The payout factor for each metric is 0% - 200% of the target award, rounded to the nearest whole percentage, based on actual performance against approved objectives, as more fully described below. |
Relative Economic
Return, as
Measured against
Peer Agency
mREITs:
|
A portion of the payout of each participant’s total 2014 award will be based on the relative economic performance of the Company, as compared with the Company’s peers which invest primarily in residential mortgage pass-through securities issued and guaranteed by government-sponsored entities, either Fannie Mae or Freddie Mac, or an agency of the federal government, Ginnie Mae, as selected by the Compensation Committee (“Peer Agency mREITs”). The economic performance for the Company and each of the Peer Agency mREITs will be calculated as the respective change in book value per share of common stock from January 1, 2014 to December 31, 2016, plus dividends declared per share of common stock during such three-year period, divided by beginning per share book value at January 1, 2014 for each such entity (“Relative Economic Return”). The Company will then be ranked against each of the Peer Agency mREITs and assigned a percentile of relative performance. The portion of each participant’s performance units attributable to Relative Economic Return as measured against Peer Agency mREITs will convert into a number of shares of common stock equal to 30% of the target award multiplied by the applicable payout factor. |
Threshold
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Relative Economic Return
Percentile, as Measured
Against Peer Agency mREITs
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Payout Factor, as a
Percentage of Target
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<40th Percentile
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0%
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Minimum
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40th Percentile
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50%
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Target
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60th Percentile
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100%
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Maximum
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≥80th Percentile
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200%
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Relative Economic
Return, as
Measured against
Peer mREITs:
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A portion of the payout of each participant’s total 2014 award will be based on the relative economic performance of the Company, as compared with each of the Company’s peers which invest in a variety of mortgage instruments, not limited to Peer Agency mREITs, as selected by the Compensation Committee (the “Peer mREITs”). The relative economic performance of the Company and each of the Peer mREITs will be calculated consistent with the calculation for Relative Economic Return as measured against Peer Agency mREITs described above. The portion of each participant’s performance units attributable to Relative Economic Return as measured against Peer mREITs will convert into a number of shares of common stock equal to 20% of the target award multiplied by the applicable payout factor. |
Threshold
|
Relative Economic Return
Percentile, as Measured
Against Peer mREITs
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Payout Factor, as a
Percentage of Target
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<40th Percentile
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0%
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Minimum
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40th Percentile
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50%
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Target
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60th Percentile
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100%
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Maximum
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≥80th Percentile
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200%
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Absolute
Economic
Return:
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A portion of the payout of each participant’s total 2014 award will be based on absolute economic return of the Company. The absolute economic return for the Company will be calculated as the respective change in book value per share of common stock of the Company from January 1, 2014 to December 31, 2016, plus dividends declared per share of common stock during such three-year period, divided by beginning per share book value at January 1, 2014 and then divided by three (“Absolute Economic Return”). The portion of each participant’s performance units attributable to Absolute Economic Return will convert into a number of shares of common stock equal to 30% of the target award multiplied by the applicable payout factor. |
Threshold
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Absolute Economic Return
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Payout Factor, as a
Percentage of Target
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<10.0%
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0%
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Minimum
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10.0%
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50%
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Target
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12.5%
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100%
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Maximum
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≥15.0%
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200%
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Relative Total
Stockholder
Return:
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A portion of the payout of each participant’s total 2014 award will be based on relative total stockholder return of the Company, as compared with the Peer mREITs. The total stockholder return for the Company and each of the Peer mREITS will be calculated based on the ratio of (x) the average stock price for the last 20 business days of 2016 to (y) the average stock price for the last 20 business days of 2013, assuming additional fractional shares accumulated as dividends are re-invested on the ex-dividend date with the resulting ratio expressed as an annual equivalent return (“Relative Total Stockholder Return”). The Company will then be ranked against each of the Peer mREITs and assigned a percentile of relative performance. The portion of each participant’s performance units attributable to Relative Total Stockholder Return will convert into a number of shares of common stock equal to 20% of the target award multiplied by the applicable payout factor. |
Threshold
|
Relative Total Stockholder
Return Percentile, as Measured
Against Peer mREITs
|
Payout Factor, as a
Percentage of Target
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<40th Percentile
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0%
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Minimum
|
40th Percentile
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50%
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Target
|
60th Percentile
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100%
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Maximum
|
≥80th Percentile
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200%
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Dividends: | To the extent the Performance Units are ultimately convertible into Common Stock, the executive officer shall be entitled to receive all dividends and any other distributions declared from the date of grant through the end of the performance period with respect to the shares Common Stock into which the Performance Units are ultimately converted, as if such Common Stock had been issued on the date of grant (provided, however, that nothing contained herein shall cause the Company to declare any such dividends or to make any such distributions). If the Performance Units expire without converting into any Performance Units, the executive officer is not entitled to receive any such amounts representing accrued dividends or distributions. |
2004 Plan: | Each participant who is eligible for awards pursuant to the Long-Term Award Criteria set forth herein shall agree and acknowledge that awards made pursuant to this criteria are governed by the terms and provisions of the 2004 Plan. |
CAPSTEAD MORTGAGE CORPORATION
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By:
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Phillip A. Reinsch
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Executive Vice President & Chief Financial Officer
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GRANTEE
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«Name»
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