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CAPSTEAD MORTGAGE CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 30, 2014



ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(e) On May 28, 2014, Capstead held its annual meeting of stockholders at which stockholders approved the 2014 Amended and Restated Flexible Incentive Plan (the "2014 Plan"). The 2014 Plan will replace the 2004 Long-Term Incentive Plan. Pursuant to the 2014 Plan, the Company can issue up to 5,000,000 shares of common stock to its officers, employees and directors in the form of: (i) stock options, including incentive stock options and non-qualified stock options; (ii) stock appreciation rights; (iii) restricted stock awards; (iv) performance awards, either in the form of performance shares or performance units; (v) dividend equivalent rights; and (vi) other awards.

The foregoing summary is qualified in its entirety by reference to the 2014 Plan, a copy of which is filed with this current report on Form 8-K as exhibit 10.1.

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



(a) The annual meeting of stockholders was held on May 28, 2014. As of March 28, 2014, the record date for the annual meeting, there were 95,767,180 shares outstanding and entitled to vote. At the annual meeting 87,242,994 shares, or approximately 91.10% 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: Withheld/ Broker Name For Against Abstentions Non-votes Jack Bernard 58,549,117 349,540 562,402 27,781,935 Jack Biegler 58,545,661 640,918 274,480 27,781,935 Michelle P. Goolsby 58,564,992 642,176 253,891 27,781,935 Andrew F. Jacobs 58,663,663 525,469 271,927 27,781,935 Gary Keiser 58,510,757 673,502 276,800 27,781,935 Christopher W. Mahowald 58,855,188 329,790 276,081 27,781,935 Michael G. O'Neil 58,568,662 616,459 275,938 27,781,935 Mark S. Whiting 58,637,953 544,338 278,768 27,781,935



2. Proposal (2) to conduct an advisory (nonbinding) vote to approve our 2013

named executive officers' compensation. This proposal was approved by the votes indicated below: Broker For Against Abstain Non-votes 57,681,990 1,330,221 448,848 27,781,935



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3. Proposal (3) to approve our 2014 Amended and Restated Flexible Incentive

Plan. This proposal was approved by the votes indicated below: Broker For Against Abstain Non-votes 52,940,311 5,984,035 536,713 27,781,935



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, 2014. This proposal was approved by the votes indicated below: Broker For Against Abstain Non-votes 86,025,091 840,023 377,880 -0-



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

10.1 2014 Amended and Restated Flexible Incentive Plan --------------------------------------------------------------------------------


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Source: Edgar Glimpses


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