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 (date of earliest event reported): May 16, 2017 (May 12, 2017)
CYS Investments, Inc.
(Exact name of Registrant as specified in its charter)
| Maryland | 001-33740 | 20-4072657 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
500 Totten Pond Road, 6th Floor
Waltham, Massachusetts 02451
(Address of principal executive offices) (Zip code)
(617) 639-0440
(Registrant’s telephone number including area code)
Not Applicable
(Former name or former address, if changed from 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the annual meeting of stockholders of CYS Investments, Inc. (the “Company”) held on May 12, 2017, the stockholders: (i) elected the eight nominated directors, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, and (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017. As of March 15, 2017, the record date for the annual meeting of stockholders, there were 151,707,792 shares of common stock outstanding and entitled to vote.
The full results of the matters voted on at the annual meeting of stockholders are set forth below:
Proposal 1 — Election of Directors:
| Nominee for Director |
For | Withheld | Broker Non-Votes |
|||||||||
| Kevin E. Grant |
88,219,411 | 1,652,255 | 39,638,999 | |||||||||
| Tanya S. Beder |
63,120,709 | 26,750,957 | 39,638,999 | |||||||||
| Karen Hammond |
87,532,225 | 2,339,440 | 39,638,999 | |||||||||
| Stephen P. Jonas |
87,041,052 | 2,830,614 | 39,638,999 | |||||||||
| Raymond A. Redlingshafer, Jr. |
88,301,820 | 1,569,846 | 39,638,999 | |||||||||
| Dale A. Reiss |
63,349,817 | 26,521,849 | 39,638,999 | |||||||||
| James A. Stern |
63,870,811 | 26,000,855 | 39,638,999 | |||||||||
| David A. Tyson, PhD |
87,952,876 | 1,918,790 | 39,638,999 | |||||||||
Proposal 2 — Advisory Vote on Named Executive Officer Compensation:
| For |
Against | Abstain | Broker Non-Votes |
|||||||||
| 84,843,876 |
4,207,462 | 820,327 | 39,638,999 | |||||||||
Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm:
| For |
Against | Abstain | Broker Non-Votes |
|||||||||
| 128,171,254 |
803,228 | 536,183 | * | |||||||||
| * | No broker non-votes arose in connection with Proposal 3 due to the fact that the matter was considered “routine” under New York Stock Exchange rules. |
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SIGNATURE
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.
| CYS INVESTMENTS, INC. | ||||||
| Date: May 16, 2017 | By: | /s/ Thomas A. Rosenbloom | ||||
| Name: | Thomas A. Rosenbloom | |||||
| Title: | Secretary | |||||
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