Hatteras Financial Corp. (NYSE:HTS) (the “Company”) today announced that its Board of Directors (the “Board”) has voted to amend the Company’s Corporate Governance Guidelines to implement a majority voting policy with respect to uncontested director elections. The amendments will take effect immediately. The majority voting policy will be applied in the event that any nominee for director receives more “withheld” votes for his or her election than “for” votes. In such a situation, the director will be required to submit his or her resignation to the Board. The Company’s amended Corporate Governance Guidelines specifically state that:
- the Board will act on the resignation offer within 90 days following certification of the voting results;
- the Board will promptly disclose via a Form 8-K furnished to the Securities and Exchange Commission its decision-making process and decision regarding whether to accept the resignation offer or, if applicable, the reason(s) for rejecting the offer; and
- any director who tenders his or her resignation shall not participate in any consideration by the Board of the resignation offer.