Item 5.07 Submission of Matters to a Vote of Security Holders.
A special meeting of stockholders of Anworth Mortgage Asset Corporation
("Anworth") was held on March 17, 2021 solely by means of a virtual meeting
conducted live over the Internet (the "Anworth Special Meeting") to vote on the
proposals set forth in the definitive joint proxy statement/prospectus dated
February 9, 2021 (the "Joint Proxy Statement"), which was first mailed to
Anworth's stockholders on or about February 12, 2021. Out of a total of
99,303,982 outstanding shares of common stock, par value $0.01 per share, of
Anworth ("Common Stock"), entitled to vote at the Anworth Special Meeting as of
the close of business on February 4, 2021, a total of 52,219,617 shares of
Common Stock were represented in person virtually or by proxy at the Anworth
Special Meeting, which constituted a quorum. A summary of the voting results of
the Anworth Special Meeting is set forth below.
Proposal 1 - Anworth Merger Proposal
At the Anworth Special Meeting, Anworth common stockholders approved by the
requisite vote a proposal to approve the merger of Anworth with and into RC
Merger Subsidiary, LLC, a Delaware limited liability company ("Merger Sub"),
with Merger Sub continuing as the surviving company (the "Merger"), pursuant to
that certain Agreement and Plan of Merger, dated as of December 6, 2020 (the
"Merger Agreement"), by and among Ready Capital Corporation, a Maryland
corporation, Merger Sub, a wholly owned subsidiary of Ready Capital Corporation,
and Anworth. The voting results for the Anworth Merger Proposal were as
follows:
For Against Abstain
49,734,987 1,644,737 839,893
Proposal 2 - Anworth Adjournment Proposal
The proposal to approve the adjournment of the Anworth Special Meeting, if
necessary or appropriate for the purpose of soliciting additional proxies if
there were not sufficient votes for the approval of the Anworth Merger Proposal,
was approved as follows:
For Against Abstain
45,696,684 5,559,494 963,439
Consummation of the Merger and the other transactions contemplated by the Merger
Agreement are subject to the satisfaction of certain customary closing
conditions, all as set forth in the Merger Agreement and discussed in detail in
the Joint Proxy Statement, which was filed with the U.S. Securities and Exchange
Commission (the "SEC") on February 9, 2021 and is available on the SEC's website
at www.sec.gov. The foregoing description is qualified in its entirety by
reference to the full text of the Merger Agreement, which is attached as Annex A
to the Joint Proxy Statement. Assuming the satisfaction of the closing
conditions set forth in the Merger Agreement, Anworth expects the closing of the
Merger to occur on or about March 19, 2021.
Item 8.01 Other Events.
On March 17, 2021, Anworth issued a press release announcing the results of the
Anworth Special Meeting. A copy of the press release is filed as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
2
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
Exhibit 99.1 Press Release, dated March 17, 2021, announcing the
results of the Anworth Special Meeting
Exhibit 104 Cover Page Interactive Data File (embedded within the
Inline XBRL document)
3
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses