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: February 20, 2015
(Date of Earliest Event Reported)

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

Maryland
001-08896
75-2027937
(State of Incorporation)
(Commission File No.)
(I.R.S. Employer Identification No.)

 
8401 North Central Expressway
     
 
Suite 800
     
 
Dallas, Texas
 
75225
 
 
(Address of Principal Executive Offices)
 
(Zip Code)
 

Registrant’s Telephone Number, Including Area Code: (214) 874-2323

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 230.14a-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 1.01.            ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 20, 2015 , Capstead Mortgage Corporation (the “Company”) amended its Amended and Restated 2014 Flexible Incentive Plan (the “Plan”) to delete a sentence in Section 4.2 of the Plan (the “Amendment”), which allowed for forfeited shares to be re-issued under the Plan. As amended, the Plan will count the total number of shares initially awarded against the number of shares available for future awards under the Plan, thus eliminating so called “recycling” of forfeited shares. Because the Amendment curtails, rather than expands, the Plan, the board of directors of the Company has taken this action without requesting stockholder approval, consistent with the rules of the New York Stock Exchange.

The foregoing summary is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 10.1 and incorporated herein by reference.

ITEM 5.02.           DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(e) The information set forth in Item 1.01 is incorporated by reference into this Item 5.02(e).
 
ITEM 9.01.           FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

10.1* Amendment to Amended and Restated 2014 Flexible Incentive Plan

_________________________
*Filed herewith
 
SIGNATURE

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 20, 2015

 
CAPSTEAD MORTGAGE CORPORATION
     
 
By:
/s/ Phillip A. Reinsch
 
Phillip A. Reinsch
 
Executive Vice President, Chief Financial Officer and Secretary

 
Exhibit 10.1
 
AMENDMENT NO. 1
to the
CAPSTEAD MORTGAGE CORPORATION
AMENDED AND RESTATED
2014 FLEXIBLE INCENTIVE PLAN

February 20, 2015

This Amendment No. 1 to the Capstead Mortgage Corporation Amended and Restated 2014 Flexible Incentive Plan (this “ Amendment ”) has been adopted by the Board of Directors (the “ Board ”) of Capstead Mortgage Corporation (the “ Company ”), effective as of the date first referenced above.

WHEREAS , Section 15.1 of the Capstead Mortgage Corporation Amended and Restated 2014 Flexible Incentive Plan, adopted dated May 14, 2014 (the “ Plan ”) allows certain amendments to the Plan to be made by the Board provided that no approval by stockholders is required to comply with any applicable laws, regulations or listing requirements;

WHEREAS , because this Amendment curtails, rather than expands, the scope of the Plan, stockholder approval is not required to comply with applicable listing, and stockholder approval is not otherwise required by any applicable laws or regulations.

NOW, THEREFORE, BE IT RESOLVED ,

1.            Amendment to Section 4.2 of the Plan . The second sentence of Section 4.2 of the Plan is hereby deleted in its entirety.

2.            No Other Amendment . Except as specifically amended pursuant to this Amendment, the Plan remains in full force and effect in accordance with its terms.

3.            Governing Law . This Amendment shall be construed and enforced in accordance with and governed by the laws of the State of Maryland, without regard to conflicts of law.

4.            Severability . If any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Plan shall not be affected thereby.