Document
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

Date of Report (Date of earliest event reported):
June 11, 2018 (June 7, 2018)

Western Asset Mortgage Capital Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


DELAWARE
(STATE OF INCORPORATION)

001-35543
27-0298092
(COMMISSION FILE NUMBER)
(IRS EMPLOYER ID. NUMBER)

385 East Colorado Boulevard
91101
Pasadena, California
(ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(626) 844-9400
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders for Western Asset Mortgage Capital Corporation (the “Company”) was held on June 7, 2018. Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders.
1.
The nominees for election of Directors, each for a one-year term, were elected based upon the following votes:
Nominees
Votes For
Votes Withheld
Broker Non-Votes
Edward D. Fox
James W. Hirschmann, III
Ranjit M. Kripalani
M. Christian Mitchell
Jennifer W. Murphy
Richard W. Roll

15,715,662
15,042,318
15,775,734
15,780,977
15,849,417
15,776,482
431,113
1,104,457
371,041
365,798
297,358
370,293
19,853,457
19,853,457
19,853,457
19,853,457
19,853,457
19,853,457
2.
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was approved based upon the following votes:
Votes For
Votes Against
Abstentions
Broker Non-Votes
35,408,377
386,091
205,764
0




    

 
SIGNATURE

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.
WESTERN ASSET MORTGAGE CAPITAL CORPORATION


By:    /s/ Adam C. E. Wright     
Name:    Adam C. E. Wright
Title:    Assistant Secretary



Date: June 11, 2018