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Form 8-K CYS Investments, Inc. For: May 08

May 11, 2015 4:08 PM EDT

 

 

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): May 11, 2015 (May 8, 2015)

 

 

CYS Investments, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Maryland   001-33740   20-4072657

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

890 Winter Street, Suite 200

Waltham, Massachusetts 02451

(Address of principal executive offices) (Zip code)

(617) 639-0440

(Registrant’s telephone number including area code)

Not Applicable

(Former name or former address, if changed from 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.

At the annual meeting of stockholders of CYS Investments, Inc. (the “Company”) held on May 8, 2015 (the “Annual Meeting”), the stockholders voted on the following matters: (i) the election of the nine nominated directors, (ii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers, and (iii) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015. As of March 12, 2015, the record date for the Annual Meeting, there were 158,114,483 shares of common stock outstanding and entitled to vote.

The full results of the matters voted on at the Annual Meeting are set forth below:

Proposal 1 — Election of Directors. The following nominees were elected to our Board to serve until the next annual meeting of the Company’s stockholders or until his or her successor is elected and qualified: Kevin E. Grant, Tanya S. Beder, Karen Hammond, Jeffrey P. Hughes, Stephen P. Jonas, Raymond A. Redlingshafer, Jr., Dale A. Reiss, James A. Stern and David A. Tyson, PhD.

 

Nominee for Director

   For      Withheld      Broker Non-Votes  

Kevin E. Grant

     78,680,364         5,003,396         52,624,173   

Tanya S. Beder

     79,781,047         3,902,713         52,624,173   

Karen Hammond

     80,245,825         3,437,935         52,624,173   

Jeffrey P. Hughes

     79,884,036         3,799,724         52,624,173   

Stephen P. Jonas

     79,868,566         3,805,194         52,634,173   

Raymond A. Redlingshafer, Jr.

     80,524,192         3,159,568         52,624,173   

Dale A. Reiss

     80,526,095         3,157,665         52,624,173   

James A. Stern

     79,926,071         3,757,689         52,624,173   

David A. Tyson, PhD

     80,120,770         3,562,991         52,624,173   

Proposal 2 — Advisory Vote on Named Executive Officer Compensation. This advisory vote was approved upon the following vote.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

75,603,260

 

5,940,002

 

2,140,498

 

52,624,173

Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm. This proposal was ratified upon the following vote.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

133,879,836

 

916,953

 

1,511,145

 

*

 

* No broker non-votes arose in connection with Proposal 3 due to the fact that the matter was considered “routine” under New York Stock Exchange rules.


SIGNATURE

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.

 

CYS INVESTMENTS, INC.
Date: May 11, 2015 By:

/s/ Thomas A. Rosenbloom

Name: Thomas A. Rosenbloom
Title: Secretary


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