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 27, 2005
ANWORTH MORTGAGE ASSET CORPORATION
(Exact name of Registrant as specified in its Charter)
| Maryland | 001-13709 | 52-2059785 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1299 Ocean Avenue, Suite 250, Santa Monica, California | 90401 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (310) 255-4493
Not Applicable
(Former Name or Former Address, if Changed since 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 (see General Instruction A.2. below):
| ¨ | 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 8.01. | Other Events. |
On October 27, 2005, Anworth Mortgage Asset Corporation (“Anworth”) was apprised by the New York Stock Exchange (“NYSE”) that its proxy statement in connection with Anworth’s 2005 Annual Meeting of Stockholders (the “Proxy Statement”) had inadvertently omitted certain information required by Section 303A.03 of the NYSE Listed Company Manual. Therefore, in order to comply with Section 303A.03, the following information should be read in connection with the Proxy Statement.
Presiding Director. Anworth’s non-management directors appoint a presiding director to strengthen the independence and the role of the non-management directors. The duties of the presiding director are to:
| • | Preside at board meetings in the absence of the chairman of the board, or upon designation by a majority of directors. |
| • | Preside at executive sessions or other meetings of the non-management directors. |
| • | Recommend the retention of consultants, legal, financial or other professional advisors who are to report directly to the board. |
| • | Consult with the chairman of the board as to agenda items for board and committee meetings. |
| • | Coordinate with committee chairs in the development and recommendations relative to board and committee meeting schedules |
The non-management directors have decided to rotate the position of presiding director among the non-management directors. As such, each calendar quarter, a different non-management director fulfills the role of presiding director at each meeting of Anworth’s board of directors.
| Item 9. | Financial Statements and Exhibits. |
| (a) | Not Applicable. |
| (b) | Not Applicable. |
| (c) | Not Applicable. |
| (d) | Exhibits. |
SIGNATURES
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.
| ANWORTH MORTGAGE ASSET CORPORATION | ||||||||
| Date: October 28, 2005 | By: | /s/ Lloyd McAdams | ||||||
| Name: |
Lloyd McAdams | |||||||
| Title: |
Chief Executive Officer | |||||||