UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 4, 2016
HATTERAS FINANCIAL CORP.
(Exact name of registrant specified in its charter)
| Maryland | 1-34030 | 26-1141886 | ||
| (State or Other Jurisdiction Of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
751 West Fourth Street
Suite 400
Winston-Salem, North Carolina 27101
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code: (336) 760-9331
Not applicable
(Former name or former address, if changed since last report)
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 4, 2016, Hatteras Financial Corp. (the “Company”) held its annual meeting of shareholders. The matters on which the shareholders voted, in person or by proxy were:
| (i) | for the election of eight directors of the Company to hold office until the 2017 annual meeting of shareholders and until their successors are duly elected and qualified; |
| (ii) | the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016; and |
| (iii) | the approval, by non-binding vote, of executive compensation. |
The results of the voting were as follows:
Election of Directors:
| Director |
Votes For | Votes Withheld | Abstentions | Broker Non- Votes |
||||||||||||
| David W. Berson |
58,802,774 | 7,019,515 | -0- | 18,912,316 | ||||||||||||
| Benjamin M. Hough |
57,822,898 | 7,999,391 | -0- | 18,912,316 | ||||||||||||
| Michael R. Hough |
58,515,998 | 7,306,291 | -0- | 18,912,316 | ||||||||||||
| Ira G. Kawaller |
58,787,923 | 7,034,366 | -0- | 18,912,316 | ||||||||||||
| Vicki McElreath |
59,502,678 | 6,319,611 | -0- | 18,912,316 | ||||||||||||
| Jeffrey D. Miller |
54,294,137 | 11,528,152 | -0- | 18,912,316 | ||||||||||||
| William V. Nutt, Jr. |
58,794,807 | 7,027,482 | -0- | 18,912,316 | ||||||||||||
| Thomas D. Wren |
59,516,888 | 6,305,401 | -0- | 18,912,316 | ||||||||||||
Ratification of Appointment of Independent Registered Public Accounting Firm:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 84,244,130 | 364,768 | 125,707 | N/A |
Approval of Executive Compensation:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 26,601,434 | 38,605,929 | 614,926 | 18,912,316 |
The vote on executive compensation is non-binding, however the board of directors and the compensation and governance committee will consider the results of this advisory vote when making future compensation decisions for the Company’s executive officers.
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.
| HATTERAS FINANCIAL CORP. | ||
| By: | /s/ Kenneth A. Steele | |
| Kenneth A. Steele | ||
| Chief Financial Officer, Treasurer and | ||
| Secretary | ||
Dated: May 4, 2016