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:  May 25, 2016
(Date of Earliest Event Reported)

CAPSTEAD MORTGAGE CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Maryland
001-08896
75-2027937
(State of Incorporation)
(Commission File No.)
(I.R.S.Employer
Identification No.)

8401 North Central Expressway
Suite 800
Dallas, Texas
  
 
 
75225
(Address of Principal Executive Offices)
  
(Zip Code)

Registrant’s Telephone Number, Including Area Code: (214) 874-2323

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 230.14a-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

The annual meeting of stockholders was held on May 25, 2016.  As of March 28, 2016, the record date for the annual meeting, there were 95,947,090 shares outstanding and entitled to vote.  At the annual meeting 88,378,808 shares, or approximately 92.11% of the eligible voting shares, were represented either in person or by proxy.

At the meeting, the stockholders voted on the following items:

1. Proposal (1) to elect eight nominees to our board of directors to hold office until the next annual meeting of stockholders and until their successors are elected and qualified.  The following nominees were elected to the board (constituting the entire board), with the voting results for each nominee as shown:

Name
  
For
    
 
Against
    
Withheld/
Abstentions
    
Broker
Non-votes
  
                         
Jack Bernard
    
61,343,694
      
809,492
      
199,314
      
26,026,308
  
Jack Biegler
    
61,385,538
      
777,213
      
189,749
      
26,026,308
  
Michelle P. Goolsby
    
61,403,976
      
749,320
      
199,204
      
26,026,308
  
Andrew F. Jacobs
    
61,421,108
      
739,614
      
191,778
      
26,026,308
  
Gary Keiser
    
61,284,667
      
867,295
      
200,538
      
26,026,308
  
Christopher W. Mahowald
    
61,404,317
      
746,638
      
201,545
      
26,026,308
  
Michael G. O’Neil
    
61,127,992
      
1,021,228
      
203,280
      
26,026,308
  
Mark S. Whiting
    
61,213,643
      
937,669
      
201,188
      
26,026,308
  

2. Proposal (2) to approve on an advisory (nonbinding) basis our 2015 executive compensation.  This proposal was approved by the votes indicated below:

For
Against
 
Abstain
Broker
Non-votes
       
59,904,659
1,850,624
597,217
26,026,308

3. Proposal (3) to approve our Third Amended and Restated Incentive Bonus.  This proposal was approved by the votes indicated below:
 
For
Against
 
Abstain
   Broker
Non-votes
       
59,338,159
2,405,958
608,383
26,026,308

4. Proposal (4) to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.  This proposal was approved by the votes indicated below:

For
Against
 
Abstain
Broker
Non-votes
       
87,263,502
824,393
290,913
-0-
 
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.

 
CAPSTEAD MORTGAGE CORPORATION
     
May 27, 2016
    
 
By:
/s/ Phillip A. Reinsch
   
Phillip A. Reinsch
   
Executive Vice President, Chief Financial
   
Officer and Treasurer