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 21, 2013
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.) |
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 21, 2013, 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 2014 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, 2013; |
| (iii) | the approval, by non-binding vote, of executive compensation; and |
| (iv) | a shareholder proposal regarding majority voting in director elections. |
The six nominees were elected, the appointment of Ernst & Young LLP as the independent registered public accounting firm was ratified, executive compensation was approved, and the shareholder proposal regarding majority voting in director elections was approved. The results of the voting were as follows:
Election of Directors:
| Director |
Votes For |
Votes Withheld |
Abstentions |
Broker Non- Votes | ||||
| Michael R. Hough |
61,529,020 | 519,801 | -0- | 28,542,470 | ||||
| Benjamin M. Hough |
60,418,939 | 1,629,882 | -0- | 28,542,470 | ||||
| David W. Berson |
61,167,946 | 880,875 | -0- | 28,542,470 | ||||
| Ira G. Kawaller |
61,057,847 | 990,974 | -0- | 28,542,470 | ||||
| Jeffrey D. Miller |
61,167,272 | 881,549 | -0- | 28,542,470 | ||||
| Thomas D. Wren |
61,612,122 | 436,699 | -0- | 28,542,470 |
Ratification of Appointment of Independent Registered Public Accounting Firm:
| Votes For |
Votes Against |
Abstentions |
Broker Non- Votes | |||
| 89,921,330 |
390,188 | 279,773 | N/A |
Approval of Executive Compensation:
| Votes For |
Votes Against |
Abstentions |
Broker Non- Votes | |||
| 60,037,425 |
1,683,597 | 327,799 | 28,542,470 |
Shareholder Proposal Regarding Majority Voting in Director Elections:
| Votes For |
Votes Against |
Abstentions |
Broker Non- Votes | |||
| 41,626,188 |
19,982,693 | 439,940 | 28,542,470 |
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 22, 2013 | ||||||