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: September 25, 2012
(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 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
Director Not Standing for Re-Election
On September 25, 2012, Paul M. Low, a member of the Board of Directors (the “Board”) of Capstead Mortgage Corporation (the “Company”), informed the Board that he will not stand for re-election at the 2013 annual meeting of stockholders, and accordingly, his tenure as a director of the Company will end as of the date of our 2013 annual meeting.
Appointment of Director
On September 25, 2012, the Board of Directors of the Company voted to appoint John L. “Jack” Bernard as an independent Director.
In exchange for his services as a Director for the remainder of the 2012 fiscal year, Mr. Bernard will receive the following compensation: (1) a pro-rated annual cash retainer of $20,000 and (2) a grant of 2,000 restricted stock awards that shall vest in full on April 15, 2013. He is also eligible to receive additional compensation for service as a member of a committee of the Board in accordance with the Company’s non-employee director compensation policy, in the event that the Board appoints Mr. Bernard to a committee. Mr. Bernard shall also receive reimbursement for reasonable out-of-pocket expenses incurred in attending meetings of the Board or any committee.
With the appointment of Mr. Bernard and until the Company’s next annual meeting of stockholders in 2013, the Board of Directors will consist of nine members, eight of whom will be independent.
| ITEM 7.01 | REGULATION FD DISCLOSURE |
The Company issued a press release announcing Mr. Bernard’s appointment to the Board of Directors on September 25, 2012. A copy of the press release is attached hereto as Exhibit 99.1
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits. |
| 99.1 | Press release issued by Capstead Mortgage Corporation dated September 25, 2012 announcing changes to its Board of Directors. |
The information contained in the press release attached as Exhibit 99.1 to this report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information contained in the press release attached as Exhibit 99.1 to this report shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933.
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 | ||||||
| September 26, 2012 | By: | /s/ Phillip A. Reinsch | ||||
| Phillip A. Reinsch | ||||||
| Chief Financial Officer and | ||||||
| Executive Vice President | ||||||
Exhibit 99.1
CONTACT:
Kelly Sargent, Investor Relations
(214) 874-2339
CAPSTEAD MORTGAGE CORPORATION
ANNOUNCES CERTAIN CHANGES TO ITS
BOARD OF DIRECTORS
DALLAS – September 25, 2012 – The Board of Directors of Capstead Mortgage Corporation (NYSE: CMO) announced today certain changes that will be impacting the composition of its Board of Directors over the next seven months. The changes announced today are the notification by Paul M. Low that he will not stand for re-election at the Company’s 2013 Annual Meeting of Stockholders and the immediate appointment of Jack Bernard to serve as an independent member of the Board of Directors.
Regarding the notification by Mr. Low that he will not stand for re-election next year, Andrew F. Jacobs, President and Chief Executive Officer, remarked “Our Board of Directors wants to express its sincere appreciation to Paul for his lasting contributions to Capstead. Paul was a member of our founding Board of Directors in 1985 and has continuously served on our Board since 1990. Paul served as Chairman of the Board from 2003 to 2009 and has served as Chairman Emeritus since 2009.” Mr. Jacobs added that “With Paul’s extensive experience in the mortgage industry dating to 1957, he has provided us with a great deal of guidance and leadership.”
Regarding the appointment of Mr. Bernard to the Board of Directors, Mr. Jacobs remarked “We are pleased to announce Jack’s appointment to our Board. Jack has extensive experience in the bond markets, which fits very well with our core investment strategy. Previously, Jack held senior roles at Merrill Lynch, Pierce, Fenner & Smith Incorporated in the mortgage-backed securities trading division and at Dresdner RCM Capital Management in fixed-income portfolio management, which included responsibility for a leveraged closed end fund traded on the New York Stock Exchange. Jack is currently an Executive Director of Renewable Funding LLC, a company that focuses on bringing capital market financing to nationwide programs in residential and commercial clean energy upgrade projects. He also serves on Renewable Funding’s Board of Directors.”
With the appointment of Mr. Bernard and until our next annual meeting of stockholders in 2013, the Board of Directors will consist of nine members, eight of whom will be independent.
About Capstead
Capstead Mortgage Corporation, formed in 1985 and based in Dallas, Texas, is a self-managed real estate investment trust for federal income tax purposes. Capstead earns income from investing in a leveraged portfolio of residential mortgage pass-through securities consisting of adjustable-rate mortgage (“ARM”) securities issued and guaranteed by government-sponsored enterprises, either Fannie Mae or Freddie Mac, or by an agency of the federal government, Ginnie Mae.
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