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): October 16, 2014
CYS Investments, Inc.
(Exact name of Registrant as specified in its charter)
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Maryland |
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001-33740 |
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20-4072657 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
890 Winter Street, Suite 200
Waltham, Massachusetts 02451
(Address of principal executive offices) (Zip code)
(617) 639-0440
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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. |
Effective October 16, 2014, the Board of Directors (the Board) of CYS Investments, Inc. (the Company) elected Karen
Hammond as a director. Ms. Hammond, age 58, brings over 30 years of diverse experience in investment management, fixed income and mortgage banking, private equity, corporate treasury, and banking. With the addition of Ms. Hammond, the Companys
Board will increase to a total of nine members, eight of whom are independent. Ms. Hammond also will serve on the Companys Audit Committee and Compensation Committee.
Ms. Hammond served as Managing Director of Devonshire Investors, a private equity group within Fidelity, from 2007 through 2013. From 1993 to
2007, Ms. Hammond held various positions at Fidelity Investments. She was Vice President and Chief Administrative Officer in Equity Research for Fidelity Management & Research Company, Vice President-Associate Group Leader in International
Equities for Fidelity Management & Research Company, Chief Operating Officer of Investments in Fidelity Investments Japan, Senior Vice President and Corporate Treasurer at FMR Corp., and Senior Vice President of Investment Services for Fidelity
Management & Research Company. Before serving at Fidelity Investments, Ms. Hammond was Treasurer and Chief Financial Officer at the Boston Five Cents Savings Bank. Through these executive roles, Ms. Hammond gained direct investment management
experience in research, portfolio management, investment information and market data, product innovation, operations, technology, finance, divestitures and business management.
Ms. Hammond graduated from the University of Colorado, earning a Bachelor of Arts in History. She is a C.F.A. and serves on the Board of
Directors at the Nellie Mae Education Foundation. In addition, Ms. Hammond serves as Trustee and Vice Chair at Simmons College. She is a Board member at the Moses Brown School, a member of the Board of Directors for the International Institute of
New England, and is on the Board of Governors at RISD Museum.
The Board has determined that Ms. Hammond is independent and meets the
applicable independence requirements of the New York Stock Exchange (the NYSE), the Company and the Securities and Exchange Commission (the SEC). The Board also has determined that Ms. Hammond is financially literate.
There is no arrangement or understanding between Ms. Hammond and any other persons pursuant to which Ms. Hammond was appointed as a director
of the Company. Furthermore, Ms. Hammond is not currently engaged, and has not been engaged since the beginning of the last fiscal year, in any related transaction with the Company within the meaning of Section 404(a) of Regulation S-K. In addition,
Ms. Hammond, as a member of the Board, will be entitled to receive fees and restricted stock awards granted by the Company to its directors who are not employees of the Company beginning on a prorated basis on the date of her election to the Board.
The Company previously disclosed the compensation of its directors in the definitive proxy statement on Schedule 14A filed by the Company with the SEC on March 28, 2014, and this disclosure is incorporated by reference herein.
On October 16, 2014, the Board adopted a majority voting and
director resignation policy, a compensation clawback policy and a policy prohibiting the pledging and hedging of the Companys securities. The Board adopted these policies as part of its ongoing evaluation of its corporate
governance policies and practices. A copy of the majority voting and director resignation policy is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Majority Voting and Director Resignation Policy |
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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.
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CYS INVESTMENTS, INC. |
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Date: October 16, 2014 |
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By: |
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/s/ Thomas A. Rosenbloom |
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Name: |
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Thomas A. Rosenbloom |
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Title: |
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Secretary |
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INDEX TO EXHIBITS
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Exhibit No. |
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Description |
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99.1 |
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Majority Voting and Director Resignation Policy |
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Exhibit 99.1
Majority Voting and Director Resignation Policy
In an uncontested election of directors, any nominee who receives a greater number of votes withheld from his or her election than
votes for his or her election shall, within five (5) business days following the certification of the stockholder vote, tender his or her written resignation to the Chairman of the Board of Directors (the Board)
of CYS Investments, Inc. (the Company) for consideration by the Companys Nominating and Corporate Governance Committee (the NCGC). As used herein, an uncontested election of directors is an
election in which the number of nominees is not greater than the number of Board seats open for election.
The NCGC will consider such
tendered resignation and, as soon as is reasonably practicable following the date of the Boards receipt of such resignation, but in no event later than 45 days after the stockholders meeting at which the election occurred, will make a
recommendation to the Board concerning the acceptance or rejection of such resignation. In determining its recommendation to the Board, the NCGC will consider all factors deemed relevant by the members of the NCGC including, without limitation, the
stated reason or reasons why stockholders who cast withhold votes for the director did so, the qualifications of the director (including, for example, the impact the directors resignation would have on the Companys compliance
with the requirements of the Securities and Exchange Commission (the SEC), the New York Stock Exchange and the Companys Corporate Governance Guidelines), and whether the directors resignation from the Board would be in
the best interests of the Company and its stockholders.
The NCGC also will consider a range of possible alternatives concerning the
directors tendered resignation as members of the NCGC deem appropriate including, without limitation, acceptance of the resignation, rejection of the resignation, or rejection of the resignation coupled with a commitment to seek to mitigate or
cure the underlying reasons reasonably believed by the NCGC to have substantially resulted in the withheld votes.
The Board
will take formal action on the NCGCs recommendation no later than 120 days following the date of the stockholders meeting at which the election occurred. In considering the NCGCs recommendation, the Board will consider the
information, factors and alternatives considered by the NCGC and such additional information, factors and alternatives as the Board deems relevant or appropriate.
Following the Boards decision on the NCGCs recommendation, the Company will promptly disclose, in a Form 8-K filed with the SEC,
the Boards decision, together with a description of the process by which the decision was made and, if applicable, the factors considered by the Board in determining to accept or reject the tendered resignation.
No director who, in accordance with this policy, is required to tender his or her resignation,
shall participate in the NCGCs deliberations or recommendation, or in the Boards deliberations or determination, with respect to accepting or rejecting his or her resignation as a director. If a majority of the members of the NCGC
received a greater number of votes withheld from their election than votes for their election, then the independent directors then serving on the Board who received a greater number of votes for their election
than votes withheld from their election will appoint an ad hoc Board committee from amongst themselves (the Ad Hoc Committee), consisting of such number of directors as they may determine, solely for the purpose of
considering and making a recommendation to the Board with respect to the tendered resignations. The Ad Hoc Committee shall serve in place of the NCGC for the purposes of this policy. Notwithstanding the foregoing, if an Ad Hoc Committee would have
been created but fewer than three (3) directors would be eligible to serve on it (including in circumstances where the entire Board receives a greater number of votes withheld from their election than votes for their
election, the entire Board (other than the director whose individual resignation is then being considered) will make the determination to accept or reject the tendered resignation without any recommendation from the NCGC and without the
creation of an Ad Hoc Committee.
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