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Section 1: 8-K (ANWORTH MORTGAGE ASSET CORPORATION 8-K)


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


April 16, 2020
Date of Report (Date of earliest event reported)

ANWORTH MORTGAGE ASSET CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Maryland
(State or Other Jurisdiction of Incorporation)

 
 001-13709
 
 52-2059785
 
 
 (Commission File Number)
 
 (IRS Employer Identification No.)
 
                     
 
 1299 Ocean Avenue, Second Floor, Santa Monica, California
 
 90401
 
 
 (Address of Principal Executive Offices)
 
 (Zip Code)
 



(310) 255-4493
(Registrant's Telephone Number, Including Area Code)

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:

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.01 Par Value
 
ANH
 
New York Stock Exchange
Series A Cumulative Preferred Stock, $0.01 Par Value
 
ANHPRA
 
New York Stock Exchange
Series B Cumulative Convertible Preferred Stock, $0.01 Par Value
 
ANHPRB
 
New York Stock Exchange
Series C Cumulative Redeemable Preferred Stock, $0.01 Par Value
 
ANHPRC
 
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act.
 Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.03.
 
Amendments to Articles of Incorporation or Bylaws.
Effective as of April 16, 2020, the Board of Directors (the “Board”) of Anworth Mortgage Asset Corporation (the “Company”) amended the Bylaws, as amended, of the Company to expressly provide that the Company’s annual meetings of stockholders may be held at such place in the United States, or by means of remote communication, as is set from time to time by the Board.
A copy of the Amendment of Bylaws is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01
 
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: April 16, 2020
By:
/s/ Joseph E. McAdams
   
     Chief Executive Officer and President
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Section 2: EX-3.1 (EXHIBIT 3.1)

 
 Exhibit 3.1


ANWORTH MORTGAGE ASSET CORPORATION

AMENDMENT OF BYLAWS
Pursuant to Section 9.07 of the Bylaws, as amended (the “Bylaws”) of Anworth Mortgage Asset Corporation, a Maryland corporation (the “Corporation”), the Board of Directors (the “Board”) of the Corporation hereby amends Section 1.03 of the Bylaws to provide that annual meetings of stockholders may be held at such place in the United States, or by means of remote communication, as is set by the Board.
RESOLVED, that Section 1.03 of the Bylaws of the Corporation is hereby amended to read as follows:
SECTION 1.03.  VENUE FOR MEETINGS.  Meetings of stockholders shall be held at such place in the United States, or by means of remote communication (including by means of a virtual meeting format conducted over the Internet), in each case as is set from time to time by the Board of Directors.
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