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ANWORTH MORTGAGE ASSET CORPORATION

(ANH)
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ANWORTH MORTGAGE ASSET CORP : Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

03/17/2021 | 03:08pm EDT

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

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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)


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