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ZFC > SEC Filings for ZFC > Form 8-K on 13-May-2014All Recent SEC Filings

Show all filings for ZAIS FINANCIAL CORP.

Form 8-K for ZAIS FINANCIAL CORP.


13-May-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote o


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

Denise Crowley and Eric Reimer who were members of the board of directors of ZAIS Financial Corp. (the "Company") prior to the Annual Meeting of Stockholders (the "Annual Meeting") that was held on May 9, 2014 decided not to stand for re-election to the Company's board of directors at the Annual Meeting. Pursuant to the Company's Bylaws, the board of directors decreased the size of its board from seven members to five members, effective immediately following the Annual Meeting.



Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Company's Annual Meeting was held on May 9, 2014, at which 6,704,317 shares of the Company's common stock were represented in person or by proxy representing approximately 84.11% of the issued and outstanding shares of the Company's common stock entitled to vote.

(b) At the Annual Meeting, the Company's stockholders (i) elected the five directors below to serve on the Company's board of directors until the Company's 2015 annual meeting of stockholders and until their respective successors are duly elected and qualify and (ii) ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the 2014 fiscal year. The proposals are described in detail in the Company's 2014 Proxy Statement. The final results for the votes regarding each proposal are set forth below.

(i) The voting results with respect to the election of each director were as follows:

Name                   Votes For      Votes Withheld      Broker Non-Votes
Christian Zugel        3,741,744         279,160             2,683,413
Michael Szymanski      3,955,978          64,926             2,683,413
Daniel Mudge           3,596,931         423,973             2,683,413
Marran Ogilvie         3,963,372          57,532             2,683,413
James Zinn             3,963,686          57,218             2,683,413

(ii) The voting results with respect to the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the 2014 fiscal year were as follows:

Votes For Votes Against Abstain Broker Non-Votes 6,670,191 25,926 8,200 0

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