Form 8-K Western Asset Mortgage For: Feb 25

 

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):

February 29, 2016 (February 25, 2016)

 

Western Asset Mortgage Capital Corporation

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

DELAWARE

(STATE OF INCORPORATION)

 

 

 

(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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On February 25, 2016, Gavin James notified the board of directors (the “Board”) of Western Asset Mortgage Capital Corporation (the “Company”) of his decision retire from his positions as Chief Executive Officer and a Director of the Company, effective June 1, 2016.  The Board has appointed Jennifer Murphy to serve as Chief Executive Officer upon Mr. James’s departure and expects to nominate her as a candidate for election to the Board in connection with the publication of the Company’s 2016 proxy statement.

 

Jennifer W. Murphy, age 51, joined Western Asset Management Company, the Company’s external manager (“Western Asset”), in 2015 as Chief Operating Officer, responsible for the oversight of the firm’s finance, legal and compliance, technology, operations, risk, human resources and corporate communications functions.  Ms. Murphy has 30 years of experience in the investment management industry.  Prior to joining Western Asset, she served as Chief Administrative Officer at Legg Mason, Inc. and from 1986 to 2013, she held a number of senior positions at its equity investment affiliate, Legg Mason Capital Management, including her most recent role as Chief Executive Officer and President.  Ms. Murphy has an MBA in Finance from the Wharton School, University of Pennsylvania and a Bachelor of Arts degree in economics from Brown University.

 

There is no arrangement or understanding between Ms. Murphy and any other person pursuant to which she was appointed as an officer of the Company.  There are no family relationships between Ms. Murphy and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer.  There have been no transactions between Ms. Murphy and the Company which would be required to be reported pursuant to Item 404(a) of Regulation S-K.  Other than as described above, there is no material plan, contract, arrangement to which Ms. Murphy was a party or in which she participated in connection with her appointment as Chief Executive Officer.

 

Item 8.01              Other Events

 

On February 29, 2016, the Company issued a press release announcing the retirement of Gavin James as Chief Executive Officer and a Director of the Company and the appointment of Jennifer Murphy as the Company’s Chief Executive Officer. A copy of the press release is attached hereto as Exhibit 99.1.

 

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Item 9.01.		Financial Statements and Exhibits
(d) Exhibits

 

Exhibit  Number		Exhibit
99.1		Press Release issued February 29, 2016.

 

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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.

 

	WESTERN ASSET MORTGAGE CAPITAL CORPORATION
	By:	/s/ Adam C. E. Wright
		Name:	Adam C. E. Wright
		Title:	Assistant Secretary

 

Date:  February 29, 2016

 

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Exhibit Number		Exhibit
99.1		Press Release issued February 29, 2016.

 

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Exhibit 99.1

 

 

WESTERN ASSET MORTGAGE CAPITAL CORPORATION

ANNOUNCES RETIREMENT OF GAVIN JAMES AND APPOINTMENT OF JENNIFER MURPHY AS NEW CEO

 

Pasadena, Calif, Feb. 29, 2016 - Western Asset Mortgage Capital Corporation (NYSE: WMC) today announced that Gavin James will retire from his position as chief executive officer of WMC, which is externally managed by Western Asset Management Company (“Western Asset”), effective June 1, 2016. The Board of Directors of WMC has appointed Jennifer Murphy to serve as chief executive officer upon James’ departure and expects to nominate her to become a member of the board in connection with the publication of WMC’s 2016 proxy statement.

 

“We are very grateful to Gavin James for leading WMC since its IPO in 2012,” said James W. Hirschmann, chairman of the board. “Gavin has been a valuable contributor and he will be sorely missed. We congratulate him on his distinguished career and wish him all the best as he enters a new chapter in his life.”

 

“We are pleased to welcome Jennifer Murphy in her expanded role at Western Asset to become WMC’s new chief executive officer,” continued Hirschmann. “Jennifer has a strong track record in the investment management field and is well suited to lead WMC. Western Asset has already benefitted from her talents and dedication as our chief operating officer and will reap new benefits from her service in this new role as chief executive officer of WMC.”

 

Murphy has 30 years of experience in the investment management industry. Prior to joining Western Asset in 2015, she served as chief administrative officer at Legg Mason, Inc. She also has held a number of senior positions at its equity investment affiliate, Legg Mason Capital Management, including chief executive officer and president. Murphy has an MBA in finance from the Wharton School, University of Pennsylvania and a Bachelor of Arts degree in economics from Brown University.

 

ABOUT WESTERN ASSET MORTGAGE CAPITAL CORPORATION

 

Western Asset Mortgage Capital Corporation is a real estate investment trust that invests in, acquires and manages a diverse portfolio assets consisting of Agency RMBS, Non-Agency RMBS, CMBS, ABS, Residential and Commercial Whole-Loans and other financial assets. WMC’s investment strategy may change, subject to the WMC’s stated investment guidelines, and is based on its manager Western Asset Management Company’s perspective of which mix of portfolio assets it believes provide WMC with the best risk-reward opportunities at any given time. WMC is externally managed and advised by Western Asset Management Company, an investment advisor registered with the Securities and Exchange Commission and a wholly-owned subsidiary of Legg Mason, Inc. Please visit the WMC website at www.westernassetmcc.com

 

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