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
November
15, 2018
Date
of Report (Date of earliest event reported)
ANWORTH
MORTGAGE ASSET CORPORATION.
(Exact
Name of Registrant as Specified in its Charter)
Maryland
(State
or Other Jurisdiction of Incorporation)
001-13709 |
52-2059785 |
(Commission File Number) |
(IRS Employer Identification No.) |
1299 Ocean Avenue, Second Floor, Santa Monica, California |
90401 |
(Address of Principal Executive Offices) | (Zip Code) |
(310)
255-4493
(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:
⃞
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933, as amended, or Rule 12b-2 of the Exchange Act. | |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of a new Director
On November 15, 2018, Anworth Mortgage Asset Corporation (the “Company”) announced that the Board of Directors (the “Board”) of the Company has appointed Ms. Dominique Mielle as a director of the Corporation, effective immediately. Pursuant to the Company’s Bylaws, as amended, the Board increased the number of authorized directors of the Company by one director such that the Board now consists of seven directors, of which five are independent.
There is no arrangement or understanding between Ms. Mielle and any other persons pursuant to which she was selected as a director. Ms. Mielle has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Mielle will receive the same compensation arrangements as the Company’s other independent directors as described under the section entitled “Proposal No. 1: Election of Directors—Director Compensation” in the Company’s Definitive Proxy Statement filed, pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, with the U.S. Securities and Exchange Commission on March 12, 2018.
Item 8.01 | Other Events. |
A copy of the press release announcing the appointment of Ms. Dominique Mielle as a director of the Company is filed as Exhibit 99.1 to this Current Report on Form 8-K.
___________________________
As discussed therein, the press release contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to the Company’s current expectations and are subject to the limitations and qualifications set forth in the Press Release as well as in the Company’s other documents filed with the United States Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements.
Item 9.01 | Financial Statements and Exhibits. |
(a) | Not Applicable. |
(b) | Not Applicable. |
(c) | Not Applicable. |
(d) | Exhibits. |
SIGNATURES
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, hereunto duly authorized.
ANWORTH MORTGAGE ASSET CORPORATION |
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Date: | November 15, 2018 | By: |
/s/ Joseph E. McAdams |
|
Joseph E. McAdams |
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Chief Executive Officer |