Current Report Filing (8-k)
June 23 2020 - 4:57PM
Edgar (US Regulatory)
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):
June 23, 2020 (June 19, 2020)
Western Asset Mortgage Capital Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OF INCORPORATION)
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001-35543
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27-0298092
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(COMMISSION FILE NUMBER)
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(IRS EMPLOYER ID. NUMBER)
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385 East Colorado Boulevard
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91101
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Pasadena, California
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(ZIP CODE)
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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(626) 844-9400
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
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 (see General Instruction A.2. below):
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value
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WMC
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
The Annual Meeting of Stockholders for Western Asset Mortgage Capital Corporation (the “Company”) was held on June 19, 2020. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders.
1.The nominees for election of Directors, each for a one-year term, were elected based upon the following votes:
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Nominees
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Votes For
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Votes Withheld
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Broker Non-Votes
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Edward D. Fox
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20,940,935
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914,228
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23,199,698
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James W. Hirschmann III
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20,932,777
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922,386
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23,199,698
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Ranjit M. Kripalani
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20,917,299
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937,864
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23,199,698
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M. Christian Mitchell
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20,953,396
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901,767
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23,199,698
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Jennifer W. Murphy
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20,931,319
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923,844
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23,199,698
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Lisa G. Quateman
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20,205,170
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1,649,993
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23,199,698
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Richard W. Roll
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18,284,288
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3,570,875
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23,199,698
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2.The advisory, non-binding proposal on the Company's executive compensation for 2019 was approved based on the following votes:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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19,326,026
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1,808,085
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724,936
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23,195,814
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3.The advisory, non-binding proposal on the frequency of future advisory votes on the Company's executive compensation received the following votes:
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Every Year
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Every 2 Years
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Every 3 Years
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Abstain
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Broker Non-Votes
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14,959,244
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457,412
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5,979,489
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459,018
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23,199,698
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4.The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was approved based upon the following votes:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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43,063,352
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1,532,377
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455,248
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3,884
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.
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WESTERN ASSET MORTGAGE CAPITAL CORPORATION
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Date: June 23, 2020
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By:
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/s/ Adam C. E. Wright
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Name:
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Adam C. E. Wright
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Title:
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Assistant Secretary
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