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 11, 2012

 

 

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.)

890 Winter Street, Suite 200

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))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On May 10, 2012, the stockholders of CYS Investments, Inc. (the “Company”) elected the eight nominated directors, including Tanya S. Beder for the first time. In connection with Ms. Beder becoming a director, the Company has entered into an indemnification agreement with Ms. Beder (the “Indemnification Agreement”), the terms and conditions of which are identical to those which the Company has entered into with its other directors. The Indemnification Agreement obligates the Company to indemnify Ms. Beder to the maximum extent permitted by Maryland law and advance to Ms. Beder all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted.

The foregoing description of the Indemnification Agreement is a general description only and is qualified in its entirety by reference to the Indemnification Agreement, the form of which is incorporated herein by reference to the Company’s Registration Statement on Form S-11 (File No. 333-142236).

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the annual meeting of stockholders of the Company held on May 10, 2012, the stockholders (i) elected the eight nominated directors, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, (iii) recommended, on an advisory basis, that future advisory votes on named executive officer compensation be conducted every year, and (iv) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012. As of March 8, 2012, the record date for the annual meeting of stockholders, there were 114,305,993 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

     54,564,284         609,717         44,566,756   

Tanya S. Beder

     54,539,138         634,863         44,566,756   

Douglas Crocker, II

     53,641,220         1,532,781         44,566,756   

Jeffery P. Hughes

     54,453,706         720,294         44,566,756   

Stephen P. Jonas

     54,468,962         705,039         44,566,756   

Raymond A. Redlingshafer, Jr.

     54,225,535         948,466         44,566,756   

James A. Stern

     54,480,219         693,781         44,566,756   

David A. Tyson, PhD

     54,235,824         938,177         44,566,756   

Proposal 2 — Advisory Vote on Named Executive Officer Compensation:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

52,274,678    2,459,749    439,574    44,566,756

Proposal 3 — Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation:

 

1 Year

  

2 Years

  

3 Years

  

Abstain

  

Broker Non-Votes

47,929,693    717,728    5,981,831    544,748    44,566,756

As disclosed above, 47,929,693 of the votes cast on Proposal 3 voted, on an advisory basis, to hold an advisory vote on named executive officer compensation every year. In view of these voting results and in accordance with the Board of Director’s recommendation, the Board of Directors has determined that an advisory vote on named executive officer compensation will be submitted to stockholders every year until the next required advisory vote on the frequency of future advisory votes on named executive officer compensation.

 

2


Proposal 4 — Ratification of Appointment of Independent Registered Public Accounting Firm:

 

For

   Against      Abstain      Broker Non-Votes
98,873,026      561,434         306,296       *

 

* No broker non-votes arose in connection with Proposal 4 due to the fact that the matter was considered “routine” under New York Stock Exchange rules.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

10.1*    Form of Indemnification Agreement

 

* Incorporated by reference to the Company’s Registration Statement on Form S-11 filed with the Securities and Exchange Commission (File No. 333-142236).

 

3


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 11, 2012   By:  

/s/ Thomas A. Rosenbloom

  Name:   Thomas A. Rosenbloom
  Title:   Secretary


INDEX TO EXHIBITS

 

Exhibit
No.

  

Description

10.1*    Form of Indemnification Agreement

 

* Incorporated by reference to the Company’s Registration Statement on Form S-11 filed with the Securities and Exchange Commission (File No. 333-142236).