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 2, 2012

 

 

HATTERAS FINANCIAL CORP.

(Exact name of registrant specified in its charter)

 

 

 

Maryland   1-34030   26-1141886
(State or Other Jurisdiction   (Commission   (IRS Employer
Of Incorporation)   File Number)   Identification No.)

110 Oakwood Drive

Suite 340

Winston Salem, North Carolina 27103

(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 2, 2012, 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 six directors of the Company to hold office until the 2013 annual meeting of shareholders and until the successor of each has been duly elected and qualifies;

 

  (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, 2012; and

 

  (iii) the approval, by non-binding vote, of executive compensation.

The six nominees were elected, the appointment of Ernst & Young LLP as the independent registered public accounting firm was ratified and executive compensation was approved. The results of the voting were as follows:

Election of Directors:

 

Director

 

Votes For

 

Votes

Against

 

Votes

Withheld

 

Abstentions

 

Broker Non-

Votes

Michael R. Hough

  42,217,356   -0-   970,657   -0-   26,669,892

Benjamin M. Hough

  41,740,836   -0-   1,447,377   -0-   26,669,892

David W. Berson

  42,653,063   -0-   535,150   -0-   26,669,892

Ira G. Kawaller

  42,633,045   -0-   555,168   -0-   26,669,892

Jeffrey D. Miller

  42,645,950   -0-   542,263   -0-   26,669,892

Thomas D. Wren

  42,823,598   -0-   364,615   -0-   26,669,892

Ratification of Appointment of Independent Registered Public Accounting Firm:

 

Votes

For

 

Votes

Against

 

Abstentions

 

Broker Non-

Votes

69,333,338   353,071   171,696   -0-

Approval of Executive Compensation:

 

Votes

For

 

Votes

Against

 

Abstentions

 

Broker Non-

Votes

41,497,507   1,346,550   344,156   26,669,892


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 3, 2012