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|Bre real estate investment trust||Without limiting the generality of the foregoing, cys investments inc businessweek online subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Piotr grela com investments llc Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation. The promise of 1. Unless the context otherwise requires, all references to a specific time shall refer to New York, New York time. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. When it comes to retirement, many Americans remain financially unprepared. As the parent company of CVS Pharmacy, it is the largest pharmacy services group stateside.|
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|Cys investments inc businessweek online||Shares may have prematurely rallied on the positive vaccine news earlier this month. If prior to the End Cys investments inc businessweek online, any party hereto brings an action to enforce specifically the performance of the terms and provisions hereof by any other party, the End Date shall automatically be extended by such other time period established by the court presiding over such action. A juicy payout is an important reason for the continued interest in the stock. The Corporation and the transfer agent for the Series E Preferred Stock may deem and treat the record holder of any Series E Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor the transfer agent shall be affected by any notice to the contrary. As a result of the Merger, the Surviving Corporation shall be an indirect, wholly owned Subsidiary of Parent. However — while the upcoming winter could mean more tough times — any big selloff in the near-term may give you a solid entry point for a long-term position.|
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|Shenzhen investment||The action of a majority of the directors present at a meeting at mitchell property investments llc a quorum is cys investments inc businessweek online shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws. After bouncing back close to its pre-pandemic price levels, we could see Caesars sell off once again. Liquidation Preference. This is a fairly low multiple for a highly profitable and growing business. In the event that either or both James A. The chairman of the board shall preside over the meetings of the Board of Directors. Palantir and Moderna were early leaders Friday, while a rebounding Salesforce led the Dow Jones, as stock futures rose toward a short trading session.|
|Cys investments inc businessweek online||This morning, Two Harbors Investment and CYS Investments most recent news is on our radar and our team decided to put cys investments inc businessweek online a fantastic report on the company that is now available for free below:. On a per-share basis, adjusted EPS decreased The tech giant helps customers transport data, voice and video traffic. For more articles like this, please visit us at bloomberg. Free copies of these documents may be obtained as described in the preceding paragraph. The Board of Directors may designate a chief executive officer. There are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or, to the knowledge of the Company, threatened involving employees of the Company or any Subsidiary of the Company.|
Internal Revenue Service. The purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized under the general laws of the State of Maryland as now or hereafter in force. Paul Street, Suite , Baltimore, Maryland The resident agent is a Maryland corporation. The names of the directors who shall serve until their successors are duly elected and qualify are:.
Thomas Siering. Brad Farrell. The Board of Directors may increase the number of directors and may fill any vacancy, whether resulting from an increase in the number of directors or otherwise, on the Board of Directors occurring before the first annual meeting of stockholders in the manner provided in the Bylaws. Notwithstanding any provision of law permitting or requiring any action to be taken or approved by the affirmative vote of the holders of shares entitled to cast a greater number of votes, any such action shall be effective and valid if declared advisable by the Board of Directors and taken or approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter.
The Board of Directors, without approval of the stockholders of the Corporation, may authorize the issuance from time to time of shares of stock of the Corporation of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of its stock of any class or series, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable or without consideration in the case of a stock split or stock dividend , subject to such restrictions or limitations, if any, as may be set forth in the MGCL, the Charter or the Bylaws.
Holders of shares of stock of the Corporation shall not be entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor statute unless the Board of Directors, upon the affirmative vote of a majority of the Board of Directors, shall determine that such rights apply, with respect to all or any classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to exercise such rights.
The Board of Directors, with the approval of a majority of the entire Board and without any action by the stockholders of the Corporation, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.
Except as may otherwise be specified in the Charter, each share of Common Stock shall entitle the holder thereof to one vote. The Board of Directors may reclassify any unissued shares of Common Stock from time to time into one or more classes or series of stock.
The Board of Directors may classify any unissued shares of Preferred Stock and reclassify any previously classified but unissued shares of Preferred Stock of any class or series from time to time, into one or more classes or series of stock. The rights of all stockholders and the terms of all stock are subject to the provisions of the Charter and the Bylaws. The Bylaws may provide that the Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of the Bylaws and to make new Bylaws.
The Corporation reserves the right from time to time to make any amendment to its Charter, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the Charter, of any shares of outstanding stock. All rights and powers conferred by the Charter on stockholders, directors and officers are granted subject to this reservation. To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a corporation, no present or former director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages.
Neither the amendment nor repeal of this Article VII, nor the adoption or amendment of any other provision of the Charter or Bylaws inconsistent with this Article VII, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.
The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors may from time to time determine or the business of the Corporation may require. An annual meeting of stockholders for the election of directors and the transaction of any business within the powers of the Corporation shall be held on the date and at the time and place set by the Board of Directors. Each of the chief executive officer, president and Board of Directors may call a special meeting of stockholders.
A special meeting of stockholders shall be held on the date and at the time and place set by the chief executive officer, president or Board of Directors, whoever has called the meeting. A special meeting of stockholders shall also be called by the secretary of the Corporation to act on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting.
The secretary shall inform such stockholders of the reasonably estimated costs of preparing and mailing notice of the meeting and, upon payment to the Corporation by such stockholders of such costs, the secretary shall give notice to each stockholder entitled to notice of the meeting. Not less than ten nor more than 90 days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting, notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is.
If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless a stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice.
Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting. Any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice.
No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment or appointed individual, by the chairman of the board or, in the case of a vacancy in the office or absence of the chairman of the board, by one of the following officers present at the meeting in the following order: the vice chairman of the board, if there is one, the chief executive officer, the president, the vice presidents in their order of rank and seniority, the secretary or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy.
In the event that the secretary presides at a meeting of stockholders, an assistant secretary, or, in the absence of all assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting.
The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. If, however, such quorum is not established at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting sine die or from time to time to a date not more than days after the original record date without notice other than announcement at the meeting.
At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The stockholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than would be required to establish a quorum. A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to elect a director.
Each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted, without any right to cumulative voting. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the Charter.
Unless otherwise provided by statute or by the Charter, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders. Voting on any question or in any election may be viva voce unless the chairman of the meeting shall order that voting be by ballot or otherwise. Such proxy or evidence of authorization of such proxy shall be filed with the secretary before or at the meeting. No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy.
Stock of the Corporation registered in the name of a corporation, partnership, trust, limited liability company or other entity, if entitled to be voted, may be voted by the president or a vice president, general partner, managing member or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock.
Any director or fiduciary may vote stock registered in the name of such person in the capacity of such director or fiduciary, either in person or by proxy. Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.
The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date, the time after the record date within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable.
On receipt by the Corporation of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification. The Board of Directors or the chairman of the meeting, in advance of or at any meeting, may, but need not, appoint one or more inspectors for the meeting and any successor to an inspector.
Each such report shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.
This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.
Any action to be taken by the stockholders may be taken without a meeting, if, prior to such action, all stockholders entitled to vote thereon shall consent in writing or by electronic transmission to such action being taken, and such consent shall be treated for all purposes as a vote at a meeting. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors. At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board of Directors may establish, increase or decrease the number of directors, provided that the number thereof shall never be less than the minimum number required by the MGCL nor more than ten 10 , and further provided that the tenure of office of a director shall not be affected by any decrease in the number of directors.
Any director of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the chairman of the board or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. An annual meeting of the Board of Directors shall be held immediately after and at the same place as the annual meeting of stockholders, no notice other than this Bylaw being necessary.
In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors. The Board of Directors may provide, by resolution, the time and place for the holding of regular meetings of the Board of Directors without other notice than such resolution.
Special meetings of the Board of Directors may be called by or at the request of the chairman of the board, the chief executive officer, the president or a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by them. The Board of Directors may provide, by resolution, the time and place for the holding of special meetings of the Board of Directors without other notice than such resolution.
Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, courier or United States mail to each director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting.
Notice by courier shall be given at least two days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the director.
Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed.
Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws. A majority of the directors shall constitute a quorum for transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of such directors is present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Charter or these Bylaws, the vote of a majority or other percentage of a particular group of directors is required for action, a quorum must also include a majority or such other percentage of such group.
The directors present at a meeting which has been duly called and at which a quorum has been established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough directors to leave fewer than required to establish a quorum. The action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws.
If enough directors have withdrawn from a meeting to leave fewer than required to establish a quorum, but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws.
At each meeting of the Board of Directors, the chairman of the board or, in the absence of the chairman, the vice chairman of the board, if any, shall act as chairman of the meeting. In the absence of both the chairman and vice chairman of the board, the chief executive officer or, in the absence of the chief executive officer, the president or, in the absence of the president, a director chosen by a majority of the directors present, shall act as chairman of the meeting.
The secretary or, in his or her absence, an assistant secretary, or, in the absence of the secretary and all assistant secretaries, an individual appointed by the chairman of the meeting, shall act as secretary of the meeting. Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time.
Participation in a meeting by these means shall constitute presence in person at the meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each director and is filed with the minutes of proceedings of the Board of Directors.
If for any reason any or all of the directors cease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder. Any vacancy on the Board of Directors for any cause other than an increase in the number of directors may be filled by a majority of the remaining directors, even if such majority is less than a quorum; any vacancy in the number of directors created by an increase in the number of directors may be filled by a majority vote of the entire Board of Directors; and any individual so elected as director shall serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies.
Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they perform or engage in as directors; but nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefor.
The Board of Directors or the stockholders may ratify and make binding on the Corporation any action or inaction by the Corporation or its officers to the extent that the Board of Directors or the stockholders could have originally authorized the matter. A director who is not also an officer of the Corporation shall have no responsibility to devote his or her full time to the affairs of the Corporation. Any director or officer, in his or her personal capacity or in a capacity as an affiliate, employee, or agent of any other person, or otherwise, may have business interests and engage in business activities similar to, in addition to or in competition with those of or relating to the Corporation.
The Board of Directors may appoint from among its members one or more committees, composed of one or more directors, to serve at the pleasure of the Board of Directors. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee.
Unless the Board of Directors prescribes voting rules to the contrary, the act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two members of any committee if there are at least two members of the committee may fix the time and place of its meeting unless the Board shall otherwise provide.
In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time.
Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee. Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee, to fill any vacancy, to designate an alternate member to replace any absent or disqualified member or to dissolve any such committee.
The officers of the Corporation shall include a president, a secretary and a treasurer and may include a chairman of the board, a vice chairman of the board, a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries and one or more assistant treasurers.
In addition, the Board of Directors may from time to time elect such other officers with such powers and duties as it shall deem necessary or desirable. The officers of the Corporation shall be elected annually by the Board of Directors, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers.
Each officer shall serve until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.
Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Any officer of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the chairman of the board, the chief executive officer, the president or the secretary. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation. A vacancy in any office may be filled by the Board of Directors for the balance of the term.
The Board of Directors may designate a chief executive officer. In the absence of such designation, the chairman of the board shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of the business and affairs of the Corporation.
He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.
The Board of Directors may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer. The Board of Directors may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer. The Board of Directors may designate from among its members a chairman of the board, who shall not, solely by reason of these Bylaws, be an officer of the Corporation.
The Board of Directors may designate the chairman of the board as an executive or non-executive chairman. The chairman of the board shall preside over the meetings of the Board of Directors. The chairman of the board shall perform such other duties as may be assigned to him or her by these Bylaws or the Board of Directors.
In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chief operating officer by the Board of Directors, the president shall be the chief operating officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.
In the absence of the president or in the event of a vacancy in such office, the vice president or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such vice president by the chief executive officer, the president or the Board of Directors.
The Board of Directors may designate one or more vice presidents as executive vice president, senior vice president, or vice president for particular areas of responsibility. The treasurer shall have the custody of the funds and securities of the Corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors and in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors.
In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer of the Corporation. The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.
The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, the president or the Board of Directors.
The compensation of the officers shall be fixed from time to time by or under the authority of the Board of Directors and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a director. The Board of Directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.
Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by action of the Board of Directors and executed by an authorized person. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board of Directors.
All funds of the Corporation not otherwise employed shall be deposited or invested from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors, the chief executive officer, the president, the chief financial officer, or any other officer designated by the Board of Directors may determine. Except as may be otherwise provided by the Board of Directors, stockholders of the Corporation are not entitled to certificates representing the shares of stock held by them.
In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors or a duly authorized officer, shall contain the statements and information required by the MGCL and shall be signed by the officers of the Corporation in the manner permitted by the MGCL.
In the event that the Corporation issues shares of stock without certificates, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates.
There shall be no differences in the rights and obligations of stockholders based on whether or not their shares are represented by certificates. All transfers of shares of stock shall be made on the books of the Corporation, by the holder of the shares, in person or by his or her attorney, in such manner as the Board of Directors or any officer of the Corporation may prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed.
The issuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Board of Directors that such shares shall no longer be represented by certificates. Upon the transfer of any uncertificated shares, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates.
The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland.
Notwithstanding the foregoing, transfers of shares of any class or series of stock will be subject in all respects to the Charter and all of the terms and conditions contained therein. Any officer of the Corporation may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholder and the Board of Directors has determined that such certificates may be issued.
The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.
When a record date for the determination of stockholders entitled to notice of and to vote at any meeting of stockholders has been set as provided in this section, such record date shall continue to apply to the meeting if adjourned or postponed, except if the meeting is adjourned or postponed to a date more than days after the record date originally fixed for the meeting, in which case a new record date for such meeting shall be determined as set forth herein.
The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder. The Board of Directors may authorize the Corporation to issue fractional shares of stock or authorize the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other provision of the Charter or these Bylaws, the Board of Directors may authorize the issuance of units consisting of different securities of the Corporation.
Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the Board of Directors may provide that for a specified period securities of the Corporation issued in such unit may be transferred on the books of the Corporation only in such unit. The Board of Directors shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.
Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors, subject to the provisions of law and the Charter. Dividends and other distributions may be paid in cash, property or stock of the Corporation, subject to the provisions of law and the Charter. Before payment of any dividends or other distributions, there may be set aside out of any assets of the Corporation available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends or other distributions, for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall determine, and the Board of Directors may modify or abolish any such reserve.
Subject to the provisions of the Charter, the Board of Directors may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Corporation as it shall deem appropriate in its sole discretion. The Board of Directors may authorize the adoption of a seal by the Corporation. The rights to indemnification and advance of expenses provided by the Charter and these Bylaws shall vest immediately upon election of a director or officer.
Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Charter or these Bylaws inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding paragraph of this Article XII with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.
Whenever any notice of a meeting is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice of such meeting, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.
The Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws. Two Harbors Investment Corp. Designation and Number. The number of authorized shares of the Series D Preferred Stock shall be 3,, Any dividend payable on the Series D Preferred Stock, including dividends payable for any partial dividend period, will be computed on the basis of a day year consisting of twelve day months.
The dividends payable on any Dividend Payment Date shall include dividends accumulated to, but not including, such Dividend Payment Date. Any dividend payment made on the Series D Preferred Stock shall first be credited against the earliest accumulated but unpaid dividend due with respect to the Series D Preferred Stock. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series D Preferred Stock which may be in arrears.
Liquidation Preference. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other entity with or into the Corporation, or the sale, lease, transfer or conveyance of all or substantially all of the property or business the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.
If less than all of the Series D Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series D Preferred Stock held by such holder to be redeemed. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series D Preferred Stock except as to the holder to whom notice was defective or not given.
Any shares of Series D Preferred Stock that the Corporation acquires may be retired and re-classified as authorized but unissued shares of Preferred Stock, without designation as to class or series, and may thereafter be reissued as any class or series of Preferred Stock. Conversion Rights. The Exchange Cap is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap.
Instead, the Corporation will make a cash payment equal to the value of such fractional shares based upon the Common Stock Price used in determining the Common Stock Conversion Consideration for such Change of Control. Notwithstanding the foregoing, the persons entitled to receive any shares of Common Stock or other securities delivered on conversion will be deemed to have become the holders of record thereof as of the Change of Control Conversion Date.
Voting Rights. In that case, the right of holders of the Series D Preferred Stock to elect any directors will cease and, unless there are other classes or series of Preferred Stock upon which like voting rights have been conferred and are exercisable, the term of office of any directors elected by holders of the Series D Preferred Stock shall immediately terminate and the number of directors constituting the Board shall be reduced accordingly.
The holders of Series D Preferred Stock shall have exclusive voting rights on any Charter amendment that would alter only the contract rights, as expressly set forth in the Charter, of the Series D Preferred Stock. Information Rights. Restrictions on Ownership and Transfer. Record Holders.
The Corporation and the transfer agent for the Series D Preferred Stock may deem and treat the record holder of any Series D Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor the transfer agent shall be affected by any notice to the contrary.
Office or Agency. For so long as any shares of Series D Preferred Stock are outstanding, the Corporation shall at all times maintain an office or agency in one of the 48 contiguous States of the United States of America where shares of Series D Preferred Stock may be surrendered for payment including upon redemption , registration of transfer or exchange. These Articles Supplementary have been approved by the Board of Directors of the Corporation in the manner and vote required by law.
THIRD : The undersigned acknowledges these Articles Supplementary to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
The number of authorized shares of the Series E Preferred Stock shall be 8,, Any dividend payable on the Series E Preferred Stock, including dividends payable for any partial dividend period, will be computed on the basis of a day year consisting of twelve day months. Any dividend payment made on the Series E Preferred Stock shall first be credited against the earliest accumulated but unpaid dividend due with respect to the Series E Preferred Stock. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series E Preferred Stock which may be in arrears.
After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series E Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. If less than all of the Series E Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series E Preferred Stock held by such holder to be redeemed.
No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series E Preferred Stock except as to the holder to whom notice was defective or not given.
Any shares of Series E Preferred Stock that the Corporation acquires may be retired and re-classified as authorized but unissued shares of Preferred Stock, without designation as to class or series, and may thereafter be reissued as any class or series of Preferred Stock. Notwithstanding any other provision of the Series E Preferred Stock, no holder of Series E Preferred Stock will be entitled to convert such shares of Series E Preferred Stock into shares of Common Stock to the extent that receipt of such shares of Common Stock would cause such holder or any other person to exceed the applicable share transfer and ownership limitations contained in Article VII of the Charter, unless the Corporation provides an exemption from this limitation to such holder pursuant to Article VII of the Charter.
In that case, the right of holders of the Series E Preferred Stock to elect any directors will cease and, unless there are other classes or series of Preferred Stock upon which like voting rights have been conferred and are exercisable, the term of office of any directors elected by holders of the Series E Preferred Stock shall immediately terminate and the number of directors constituting the Board shall be reduced accordingly.
The holders of Series E Preferred Stock shall have exclusive voting rights on any Charter amendment that would alter only the contract rights, as expressly set forth in the Charter, of the Series E Preferred Stock. The Corporation and the transfer agent for the Series E Preferred Stock may deem and treat the record holder of any Series E Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor the transfer agent shall be affected by any notice to the contrary.
For so long as any shares of Series E Preferred Stock are outstanding, the Corporation shall at all times maintain an office or agency in one of the 48 contiguous States of the United States of America where shares of Series E Preferred Stock may be surrendered for payment including upon redemption , registration of transfer or exchange.
Calculation Principles. Except as set forth in these calculation principles, no further adjustment will be made for expenses previously accrued, paid or otherwise reflected as of the Determination Date in the financial statements used to determine the Company Adjusted Book Value Per Share or the Parent Adjusted Book Value Per Share, other than to the extent necessary to correct any errors in the application of GAAP.
Exhibit Section 8. Severance Payment. Escrow of Severance Amount. As amended hereby, the Employment Agreement is specifically ratified and reaffirmed. This Amendment is made a part of, and is incorporated into, the Employment Agreement and is subject to all provisions therein as amended hereby , including the notice, modification and entire agreement provisions thereof.
Analysts were expecting just two cents per share this year, but the company reported a loss of seven cents per share. However, with Sabre you have to look at the bigger picture. And nothing about that bigger picture is pretty. Sabre is known for software and SaaS solutions for the travel industry.
From cruise lines, to hotel chains, to airlines, the travel sector has been devastated by the coronavirus pandemic. And even with vaccines on the horizon, any prospect of a real recovery may well be years away.
Why the mixed message on WEX? This is a payment processing and IT company that operates primarily within the fleet fuel cards, health benefits, and travel sectors. All three of these have come under heavy pressure in Lower fuel prices and reduced travel cut into its fleet revenue, travel has been hammered by the pandemic and coronavirus crowding at hospitals has had an impact on health division revenue as surgeries and elective procedures are cancelled.
But with the lasting ripple effects of the pandemic, any recovery will take time. Unless you bought it after that in which case you may well decide to be patient, ride it out and hope for the best , I would be inclined to sell and move onto a tech stock with a more promising trajectory.
While Fangdd is focused on real estate, Yiren Digital bills itself as a consumer finance marketplace, connecting borrowers and lenders. The promise of 1. That was a story that pushed YDR stock to rapid growth when it went public in the U. Then reality caught up. The borrowers that Yiren Digital was marketing to are largely classified as subprime. TDR stock began a steep decline in Louis Navellier had an unconventional start, as a grad student who accidentally built a market-beating stock system —with returns rivaling even Warren Buffett.
But investors are treating NIO stock as though it is. Nio vs. Tesla China is pushing Nio as the high end of its electric vehicle revolution, as a Tesla replacement. At its Nov. NIO stock, in other words, is being priced like a mini-Tesla, and investors expect the Chinese government to make it a serious Tesla competitor. But if Nio is a government-controlled entity, why do they think western investors are going to get the benefit?
NIO stock is no exception. Shares were hit briefly earlier this month when Citron Research put out a sell on the stock. Andrew Left of Citron noted that Tesla repeatedly cut its prices in China to maintain share. He questioned whether Nio can compete profitably. Electric Bubble How do I know this is a bubble?
Even the old gas-powered companies got into gear on hope for electrics. The electric-car market is growing fast, albeit from a small base. China represents half of that market. Given that, and continuing U. But not all the Chinese electric-vehicle stocks are going to be winners. On the date of publication, Dana Blankenhorn did not have either directly or indirectly any positions in any of the securities mentioned in this article.
Dana Blankenhorn has been a financial and technology journalist since Looking for an alternative to low-interest savings accounts or bonds? When the pandemic first hit, investors feared the worst for the gaming sector. But, with social distancing having less impact than expected — along with the continued sports-betting megatrend — names in this industry made a tremendous recovery. However, as Covid cases begin to surge once again, will gaming stocks give up some of their luck?
Or, with the possibility of a vaccine just around the corner, does this winning sector still have room to run? All bets are off. Although a vaccine could help put the pandemic in the rearview mirror, these next few months could bring a second round of lockdowns that hurt this industry significantly. Investors can buy online-based names in anticipation of more lockdowns, or snatch up the land-based names as their share prices potentially pull back in the near-term.
While that deal may have looked ill-timed in hindsight, it could still pay off for investors. Given that the company took on significant debt to acquire its larger rival — thanks to the high leverage — an ounce of improvement could put a lot of points into CZR stock in the coming years. After bouncing back close to its pre-pandemic price levels, we could see Caesars sell off once again. But — given the factors in its favor — you should consider any weakness as a buying opportunity.
Why should you consider buying DraftKings now? Firstly, because of the continued sports-betting legalization wave. As more states legalize online sportsbooks, this first mover in the industry is poised to gain significant market share in the coming years. At first glance, it may look like shares have gotten ahead of themselves, but this stock could continue climbing both in the near- and long-term.
On top of that, the suspected motivations behind the deal are also reason for concern with LCA stock. If billionaire Tilman Fertitta — the principal on both sides of the deal — is looking to cash out, do you really want to be buying in? Yes, the shares are richly priced and could crash if speculation in online gambling stocks subsides.
But — even if this company winds up with just a sliver of the market — that could be enough to send shares materially above where they are today. Keep in mind, this is a high-risk, high-potential return opportunity. But with the potential to soar in the near future, consider it a cautious buy at current price levels. However — with signs that the Chinese gaming market is starting to recover — there may be a great opportunity in this casino operator that has its fortunes largely tied to Asia.
But Las Vegas Sands? Sure, a Macau recovery is still a work-in-progress. But with China avoiding a second wave, gaming in that part of the world could continue to recover. On the other hand, in-person casinos in the United States are stumbling again as stringent lockdown and social distancing orders come back into effect.
However — while the upcoming winter could mean more tough times — any big selloff in the near-term may give you a solid entry point for a long-term position. Why buy if shares take a dive? Shares may have prematurely rallied on the positive vaccine news earlier this month.
But, while it may be a few months until the vaccine is readily available, the stock will likely bounce back as investors look to a full recovery in Additionally, this land-based casino operator gives you solid exposure to the online gaming megatrend. But it could minimize how much this stock falls if the pandemic worsens during the winter.
However, investors should consider this pick of the gambling stocks as a solid opportunity for future gains. In short, keep an eye out for any big pullback. On the date of publication, Thomas Niel did not either directly or indirectly hold any positions in the securities mentioned in this article. Thomas Niel, a contributor to InvestorPlace, has written single stock analysis since Though Apple stock and other big-cap tech leaders remain off their September peak, the broader market is riding a postelection rally to new highs.
By Bob Ciura with Sure Dividend. The potential for a double-dip recession could bring about another downturn in the stock market. For risk-averse investors, it may make sense to buy high-quality dividend stocks in this climate of uncertainty.
For this reason, we recommend income investors looking for stability, consider the Dividend Aristocrats. Such a long track record of annual dividend increases proves a company's ability to withstand recessions. The following three stocks are all on the list of Dividend Aristocrats.
Its most important individual product is Humira, a multi-purpose pharmaceutical that was the top-selling drug in the world last year. AbbVie has performed very well over the course of Revenue was boosted by the Allergan acquisition, as well as growth from new products. The stock has a high dividend yield of 5. AbbVie stock also appears to be undervalued, trading for a price-to-earnings ratio of 9. This is a fairly low multiple for a highly profitable and growing business.
AbbVie's low valuation is likely due to uncertainty regarding its flagship product Humira, which is now facing biosimilar competition in Europe and will lose patent protection in the U. But AbbVie has long prepared for this by investing in its own new products, and by the Allergan acquisition. This means that if AbbVie's valuation expanded from 8. Walgreens has been under pressure on many fronts, not just the coronavirus pandemic but also from a longer-running downturn for physical retail.
Internet-based retailers such as Amazon. This trend was already taking place heading into , and the coronavirus has only accelerated the shift to online shopping. Still, Walgreens remains highly profitable and continues to grow sales. On October 15th, Walgreens reported Q4 and full-year results for the period ending August 31st, For the quarter, sales increased 2.
On a per-share basis, adjusted EPS decreased For the fiscal year, sales increased 2. The company anticipates a recovery in the upcoming year, with fiscal guidance that calls for low single-digit growth in adjusted EPS. Continuing to grow sales and earnings, albeit at a modest rate, would still allow Walgreens to increase its dividend each year, as it has done for 45 consecutive years.
Shares yield 4. The company recorded more than 5 million total domestic wireless net adds along with over 1 million postpaid net additions. Another promising growth catalyst is 5G rollout. This means valuation expansion could boost future shareholder returns by approximately 4.
Including the 7. Benzinga does not provide investment advice. All rights reserved. According to the poster, the new prices are for the Chicago area, but Ars Technica has confirmed that price hikes are coming to all customers across the US. If customers wanted to buy it, Jumia—often referred to as the Amazon of Africa—wanted to be able to sell it. It was similar to the way Amazon itself started first with books and CDs and then eventually an Amazon of nearly everything.
Arrival Ltd. Still, valuations look mighty bubbly. Like all financial bubbles, this one is driven by dreams of enormous wealth. It survived thanks to a local government bailout. Incumbent giants such as Volkswagen and General Motors Co. Several factors have driven electric-vehicle stocks to these giddy heights. Federal Reserve has stoked a speculative frenzy by cutting interest rates to zero, and bored millennials trading stocks at home on Robinhood have caught the EV bug.
Electric-vehicle companies know how to market themselves to this crowd: Workhorse Group Inc. ElectraMeccanica Vehicles Corp. Many have merged with electric-vehicle groups, and one peculiarity of these deals is that the companies are allowed to publish detailed multi-year financial forecasts, unlike in a regular initial public offering. These projections are often extremely bullish. Like Arrival, Fisker Inc.
These new companies claim to have a solution for the manufacturing difficulties and massive capital outlays that almost sank Tesla. Drawing a comparison with the way Apple Inc. Others are taking a different approach. Electric-pickup startup Lordstown Motors Corp.
Not to be outdone, Arrival claims to have reinvented the car assembly line. Greater automation will reduce the need for human labor, it says. Workhorse and XPeng both warned recently of battery supply bottlenecks. Diess may be right about carmakers becoming the most valuable companies. This column does not necessarily reflect the opinion of the editorial board or Bloomberg LP and its owners.
Our NEOs for were:. This discussion contains forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Future compensation programs that we adopt may differ materially from currently planned programs.
Executive Summary. Our executive compensation program is designed to compensate our NEOs for achievements that support the mission and strategic objectives of the Company. The Board believes our compensation program provides annual quantitative and qualitative objectives that integrate actionable strategic and operational goals that reward our NEOs for the attainment of short-term and long-term performance and increases in stockholder value over time.
We designed our executive compensation plan to link our compensation to our operating results, financial condition, and long-term interests of our stockholders. The Company operates in a highly-specialized business and operates with only 16 employees in an extremely efficient manner, having an operating expense ratio of only 1.
As a specialty finance company that invests in residential mortgage pass-through securities for which the principal and interest payments are guaranteed by a GSE, such as Fannie Mae or Freddie Mac, we rely upon a group of executive officers, including Kevin Grant, our Chief Executive Officer and Chief Investment Officer, investment managers, and employees who function in a unique market, and require specialized skill sets.
Incentive compensation is payable half in cash and half in restricted stock. Utilize an independent compensation consultant. The dashboard below provides a snapshot of all elements of our executive compensation program and describes why each element is utilized. Table of Contents Stockholder Outreach. Our stockholder outreach efforts are summarized as follows:. Having achieved an exceptionally high approval rate for our executive compensation program, the Company has not made any significant changes to the executive compensation program in The Compensation Committee will continue to consider stockholder feedback and the results of say-on-pay votes in making future compensation decisions.
In , our quantitative and qualitative results included, among other things, the following:. Despite the flattening yield curve, we were able to maintain what we believe to be attractive risk-adjusted returns in due to several factors.
The most significant contributor was the repositioning of our Agency RMBS portfolio that we implemented late in , following the increase in interest rates after the presidential election by. Low levels of prepayments also supported returns throughout As in prior years, cash and long-term award bonuses relating to performance were paid in February Accordingly, the table below reflects the amount of total compensation paid to our NEOs for their work and performance in , as well as and These restricted stock awards vest over a five-year period beginning on the grant date.
Unvested shares will be forfeited without consideration if the recipient of the restricted stock ceases to be employed by the Company due to termination by the Company for Cause as defined. Our Compensation Practices. Compensation Consultant and Benchmarking. The Compensation Committee has determined that FTI meets the criteria for an independent consultant in accordance with SEC guidelines for such services.
In , FTI provided the Compensation Committee and the independent members of the Board, as applicable, with comparative market data on compensation practices and programs based on an analysis of peer companies and provided guidance on best practices.
At the time the Comparable Companies were approved, each was an internally-managed, primarily real estate finance-focused company with an implied equity market capitalization or total enterprise value ranging from 0. Table of Contents Comparable Companies. Arbor Realty Trust, Inc. Arlington Asset Investment Corp. Capstead Mortgage Corporation. Chimera Investment Corporation. Dynex Capital, Inc. Ladder Capital Corp. MFA Financial, Inc. Nationstar Mortgage Trust, Inc. New York Mortgage Trust, Inc.
PennyMac Financial Services, Inc. Redwood Trust, Inc. Each year, the Company, in consultation with FTI, reviews the Comparable Companies to determine the appropriateness of each peer company, as well as the peer group in totality. Using this market data, FTI advised the Compensation Committee and the independent members of the Board, as applicable, and made recommendations with respect to setting salary levels and incentive award levels. FTI also analyzed a group of companies for measuring performance-based awards as part of the incentive compensation program.
The Performance Based Peer Group is comprised of the following companies:. Annaly Capital Management, Inc. Anworth Mortgage Asset Corporation. Invesco Mortgage Capital Inc. Starwood Property Trust, Inc. Two Harbors Investment Corp. Western Asset Mortgage Capital Corp. The Compensation Committee annually reviews the Comparable Companies and the Performance-Based Peer Group to establish a set of comparable or peer companies that are reasonably comparable to us in terms of size, structure, investment focus and scope of operations.
The Compensation Committee may change the composition of the groups from year to year, as it deems appropriate. In determining compensation for our NEOs, the Compensation Committee, in consultation with FTI, considered the competitive positioning of our executive compensation levels relative to market data for the following components of pay: base salary; total annual compensation base salary plus annual incentives ; long-term incentives annualized expected value of long-term incentives ; and total direct compensation base salary plus annual incentives plus annualized expected value of long-term incentives.
In making compensation decisions for , the Compensation Committee and the Board took into consideration Mr. DeCicco, Mr. Cleary, and Mr. Although Mr. Grant was involved in the compensation setting process, the Compensation Committee and the Board held several meetings at which Mr.
Grant was not present, which allowed the Compensation Committee and the Board to independently discuss any and all recommendations as it determined final compensation amounts for our NEOs. Our executive compensation program for our NEOs is designed to link pay to performance using a calculation based on a target amount of compensation for each individual, including base salaries and annual incentives paid half in cash and half in restricted stock, which is subject to forfeiture over a five-year period.
The target amount of compensation is determined based on an assessment of prevailing market compensation levels and the roles, experience, and the value delivered on a daily basis by our NEOs. CEO Target Compensation. Base Salary. CFO Target Compensation. COO Target Compensation. The amounts paid under the quantitative and qualitative objectives typically vary from these percentages due to the actual performance of the Company during each fiscal year, as was the case in Each of the main elements of compensation is discussed in detail below.
Base salaries for the executive officers are determined by the Compensation Committee within a salary range based on the scope and complexity of the role and responsibilities, fairness employees with similar responsibilities, experience and historical performance are rewarded comparably , and individual performance. The Compensation Committee also considers the success of the executive officer in developing and executing our strategic plans, exercising leadership, and creating stockholder value, but does not assign any specific weights to these factors.
Annual Incentive Compensation. Pursuant to the Bonus Plan, we provide our NEOs with the opportunity to earn incentive awards for achieving corporate financial and non-financial goals on an annual basis. The Bonus Plan is structured as follows:. The Compensation Committee uses these periods on a forward-looking basis and in the case of the three-year calculation on a partially retrospective basis because it believes that the. The Company operates in a specialized financial services market, and is not a manufacturing or other operation where sales targets, expense goals, and the like are more commonly used as a basis for strategic or incentive compensation planning.
As such, it is extremely difficult to establish prospective performance hurdles over the course of three- or five-year periods. In addition, the Compensation Committee typically does not adjust the performance hurdles from year to year, and when they have made adjustments, it typically has been minor. Accordingly, the Compensation Committee has determined that the use of these performance hurdles to monitor NEO performance on a quantitative basis is the most effective, reasonable approach to incentive compensation planning, and fosters behavior that reduces risk and aligns NEO and stockholder interests.
Cash Awards. Under the Bonus Plan, our NEOs were eligible to receive cash bonus awards as a percentage of their respective base salaries:. Long-Term Equity Awards. Under the Bonus Plan, our NEOs were eligible to receive restricted stock bonus awards as a percentage of their respective base salaries:. The shares underlying each restricted stock award vest ratably over a five-year period. Because the value of the restricted stock award is determined using a performance-based formula using three-year and one-year TSR, the Compensation Committee believes that using a long-term vesting period of five years with no additional performance requirements is appropriate.
Further, we believe that this vesting period encourages our executives to focus on sustaining our long-term performance, thus minimizing the risk of our executives focusing on short-term gains at the expense of our long-term performance. Long-term equity awards issued pursuant to the Bonus Plan were the only types of awards granted under the Equity Plan in Except for stock options granted to Mr. The annual cash and restricted stock award incentive compensation payable to our NEOs was based on the achievement of the following measures:.
Actual Results. Absolute 1-year TSR 1. Absolute 3-Year TSR 1. No payout. Target payout. In , the Compensation Committee established qualitative objectives for each NEO the qualitative performance objectives for Mr. Rosenbloom were primarily established by Mr. In determining the size of the bonus awards under the qualitative component of the Bonus Plan, the Compensation Committee, in its sole discretion, considered qualitative performance criteria it deemed appropriate, as more fully set forth below.
The following list sets forth the principle qualitative objectives our NEOs sought to address, and the important benefits to stockholders of achieving the objectives that management identified:. Financial Transparency. We believe that providing our investors with supplemental information remains the best way to enhance our communication with our stockholders.
Our investors have told us they like our supplemental materials that we post to our website during each quarterly reporting period, and we work to improve it and streamline its production. Wall Street continues to reduce analyst coverage, conferences, and focus on non-deal roadshows NDRs. This means we proactively reached out to our investors more so than in prior years in order to keep our investor base informed about our strategies, portfolio positioning and stock repurchase activity. Broaden Borrowing Capabilities.
The Company has been pursuing several important efforts to help diversify our funding sources beyond Wall Street counterparty repo. These efforts include peer-to-peer repo i. The Company holds government securities and participates in highly-regulated financing and hedging markets.
The regulatory impact on our daily activities has markedly increased over the past few years, particularly with the rollout of Dodd-Frank. These impacts include tri-party repo reform, interest rate swaps moving to a clearing mechanism, GSE reform, Qualified Mortgages and Qualified Residential Mortgages rules, and many more. It is imperative that we deepen our monitoring of regulatory developments.
The Company has been a strong advocate for the mortgage REIT space by attending meetings with members of the Senate and House of Representatives on a regular basis to review, discuss, and educate Congress on how mortgage REITs play an important role in the housing finance market. Table of Contents Infrastructure IT, facilities and business continuity plan. CYS is a small company and does not have a large operations staff. Rather, we employ consultants, subcontractors and vendors to support much of our corporate infrastructure.
The financial institutions we connect to are large companies with significant IT departments, so we need to utilize intermediate consultants to help us integrate our systems. Management continues to believe that our approach to IT is appropriate and effective for the Company, but managing all the outside service providers effectively is very management intensive. Additionally, systems need to work together and need to be secure and dependable. CYS is highly dependent on these systems so they must be extremely reliable and secure.
Table of Contents Each of our NEOs had additional specific qualitative objectives related to the above objectives. For , the Compensation Committee awarded the qualitative component of the annual incentive plan above target amounts, but below maximum amounts due to the achievement or continued progress on the qualitative objectives, as noted below:.
Qualitative Objectives. Grant presented at numerous industry investor conferences and maintained frequent communications with investors, analysts and bankers. Grant led strategic reviews presented to the Board throughout Grant engages in regular dialogue with Mr. Rosenbloom, and the trade desk to suggest ideas to broaden our counterparty relationships. DeCicco continues to monitor and report to the Board on this subject in a clear, concise, informative, and effective manner.
DeCicco engages in regular dialogue with Mr. Grant, Mr. The Company has not experienced any business interruptions, as Mr. Cleary conducts diligence on all vendors, meets with counterparties to understand their business continuity planning, and thinks ahead to help the Company avoid outages or other adverse impacts, such as cyber-attacks or other computer related viruses, or shutdowns.
Cleary has become a recognized expert in this field, having been a panelist and speaker at NYSE and industry conferences on cybersecurity and business continuity planning. In , Mr. Rosenbloom met with members of the House of Representatives and the Senate during which Mr. Rosenbloom was able to educate legislators about the Company and the mortgage REIT industry, in general. During , the Company continued to update and enhance the information included in the Supplemental Materials we post to our website during each quarterly reporting period.
The enhancements were designed with investors and analysts in mind, and are considered to be useful by providing additional insights into our operating performance and business environment. The Company continued to broaden its borrowing capabilities by adding new trade relationship and borrowing counterparties through various trade agreements.
During , management provided the Board with regular updates on governmental activity relating to possible regulatory activity that may impact our business and operations. Management continued to work with various trade organizations to meet with many members of the Senate and House of Representatives to discuss, review, and educate such members on the important role mortgage REITs have in the housing finance system, and to seek to propose legislation to permit greater access to FHLB financing.
During , the Company undertook several important efforts and completed the following to address the objective:. Table of Contents awards granted in a given year, the table below discloses the grant date fair value of equity awards granted in the first quarter of for performance during This table supplements, and does not replace, the Summary Compensation Table. Summary of Plan.
Bonus Levels. Hurdle Rates. No Bonus. The structure is the same as was included in the Bonus Plan. Risk Considerations. The Compensation Committee recognized that utilizing quantitative measures to determine incentive compensation could improperly incent management to take unnecessary risks, especially with respect to our asset mix and our leverage ratio.
Because of the risks to the Company of increased leverage, the Bonus Plan prescribed a leverage limit of 8 to 1, as has been the case for the last four fiscal years, whereby awards based on results attributed to amounts in excess of such limit would not have been paid. The Compensation Committee understands that our leverage ratio changes frequently in the ordinary course of our business and operations.
Management provides the Board of Directors monthly reports that include, among other information, an estimate of our leverage ratio as of the end of each month the report covers. Accordingly, the Compensation Committee and the Board are able to monitor our leverage ratio on a monthly basis.
Additionally, our executive compensation program is designed to achieve an appropriate balance between risk and reward that does not incentivize unnecessary or excessive risk-taking. We believe that our incentive compensation program contains appropriate risk mitigation factors, as summarized below:. Benefits and Perquisites. The NEOs are generally eligible to participate in the same benefit programs that we offer to other employees, including:.
We believe these benefits are competitive with overall market practices. In addition, we may provide additional perquisites and other personal benefits to enable us to attract and retain superior employees for key positions in the future. To date, we have not offered any perquisites to our NEOs. The Compensation Committee will periodically review the personal benefits and perquisites provided to each NEO and determine if they are consistent with current market practice.
Severance Benefits. The various levels of severance benefits for each of Mr. The amount of the severance benefit is balanced against our need to be responsible to our stockholders and also takes into account the potential impact that severance payments may have in a change of control transaction. Our NEOs are not entitled to a gross up or indemnification for any parachute payment tax liability that they incur.
Tax Considerations. The Compensation Committee believes, however, that our executive compensation program should be flexible, maximize our ability to recruit, retain and. Table of Contents reward high-performing executives and promote varying corporate goals. Our minimum share ownership guidelines require each executive officer to maintain a minimum equity investment in our company based upon a multiple of his or her then current base salary as follows:. Other Executive Officers.
Each executive officer must achieve the minimum equity investment within five years from the date he or she first becomes subject to the guidelines. Until the minimum equity investment is met, such officer must retain all of our common stock granted to the officer as compensation less any shares of our common stock tendered by such officer or returned by us to pay withholding taxes upon the vesting of such shares.
Taking into account any permitted transition period, all of our executive officers are currently in compliance with the minimum share ownership guidelines. To the extent allowable under applicable laws, the Company will require reimbursement from the Covered Employee, first, by effecting the cancellation of any unvested or deferred equity awards granted to the Covered Employee in connection with any Bonus for which the Company is seeking recoupment pursuant to the policy, and then, if any Bonus remains unpaid after such cancellation of unvested awards, by requiring payment in cash of such unpaid amount by the Covered Employee.
Summary Compensation Table. Chairman of the. Chief Financial. Officer and Treasurer. Chief Operating. Officer and Assistant Secretary. Executive Vice. The following table reflects our grants of plan-based awards under the Bonus Plan for performance during Employment Agreements.
We have entered into employment agreements with Mr. Cleary and Mr. Pursuant to the terms of the employment agreements:. Stock Awards. Incentive Compensation Awards. In , our one-year book value TSR was Options Exercised and Stock Vested. The following table reflects restricted shares held by our NEOs that vested during Pension Benefits. We do not maintain a pension plan. Nonqualified Deferred Compensation. We did not have a deferred compensation plan in Below is a summary of potential payments payable to our NEOs upon termination of employment or a change of control of us under their current employment agreements.
Post-employment payments to our NEOs are determined by reference to their base salary and incentive compensation. The severance payment multiple is 2. Grant and 1. One half of this severance amount is payable. Grant only, 24 months after termination or, if the executive is not eligible to remain on our health plan for such time, we will reimburse him or her for premiums paid to continue coverage under COBRA or a similar state law for a period not to exceed 12 or, in the case of Mr.
Grant only, 24 months after termination. However, the parachute payments will not be reduced if it is determined that the officer would have a greater net after-tax benefit after paying the applicable excise taxes on the unreduced parachute payments.
Our Failure to Renew Employment Agreements. If Mr. Our failure to renew the employment agreements of Mr. Cleary or Mr. Rosenbloom will be treated as a termination by us without cause for purposes of determining severance benefits. Termination in Connection with a Change of Control Transaction. Our NEOs will not receive any severance solely due to a change of control and our NEOs are not entitled to a gross up or indemnification for any parachute tax liability that they incur.
Termination upon Death. Upon the death of an executive during his or her employment with us, we are obligated to pay his or her estate all accrued but unpaid amounts of his or her base salary and the pro rata portion of his or her incentive compensation for the year of his or her death. The incentive compensation will be paid at the same time and manner had the executive not died.
Pursuant to the employment agreements, shares subject to forfeiture under any restricted stock award agreement shall become fully vested, and no longer subject to forfeiture in accordance with the terms of such restricted stock award agreement. Termination upon Disability. Disability severance amounts shall be payable by us in 12 or, in the case of Mr.
Grant only, 24 equal monthly installments beginning on the month immediately following the termination date. We also will reimburse the executive for the amount of premiums paid by him or her to continue coverage under our health plan for a period not to exceed 12 months or, in the case of Mr. If the executive is not eligible to remain on our health plan for such time, we will reimburse him or her for premiums paid to continue coverage under COBRA or a similar state law for a period not to exceed 12 months or, in the case of Mr.
If we terminate the executive for cause or if the executive terminates employment without good reason:. The following table presents the potential post-employment payments and payments our NEOs would be entitled to receive under their employment agreements following the payment trigger events in their respective. Table of Contents employment agreements, which are included in the table below. Equity Awards 1. Healthcare Premiums 2. Incentive Compensation. Equity Compensation Plans. Plan Category.
Equity Compensation Plans Approved by Stockholders. For , the annual total compensation of Mr. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our CEO Compensation. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and the CEO Compensation, we took the following steps:.
Background Information. Chief Financial Officer and Treasurer. Chief Operating Officer and Assistant Secretary. Table of Contents Name. In Proposal 2 above, we ask our stockholders to vote, on an advisory basis, to approve the compensation of our NEOs. By voting on this Proposal 3, stockholders may tell us whether they would prefer to have an advisory NEO compensation vote each year, every two years or every three years.
Stockholders also have the option to abstain from voting on this matter. After careful consideration, as a result of our stockholder outreach, and having established an incentive compensation program that gives the Company the opportunity to fairly compensate its NEOs, recruit and retain executive talent, and is understood by our stockholders and employees, our Board of Directors has determined that having an advisory vote to approve NEO compensation every year is the most appropriate policy for our Company at this time and, therefore, recommends that you vote to have future advisory NEO compensation votes every year for the following reasons:.
Although our Board believes that holding an advisory vote to approve NEO compensation every year currently reflects the appropriate balance, our Board may reassess this issue periodically and may vary our practice based on factors such as discussions with our stockholders and the adoption of any material changes to our compensation programs.
Stockholders can choose one of four choices for this proposal on the proxy card: one year, two years, three years or abstain. If none of the options receive a majority of the votes cast, we will consider the option that receives the most votes as the option selected by the stockholders.
Table of Contents A stockholder advisory vote to approve executive compensation is very important to the Company. Because this is an advisory vote, however, the voting results will not be binding on the Company, the Board of Directors or the Compensation Committee, although our Board of Directors plans to consider the frequency receiving the most votes when deciding how often to have the advisory executive compensation votes in the future. The Board of Directors recommends that stockholders vote to hold future advisory votes on executive compensation every year.
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent external audit firm retained to audit our financial statements. The Audit Committee periodically considers whether there should be a rotation of the external audit firm. Fee Disclosure. Audit Fees. Audit-Related Fees. Tax Fees. All Other Fees.
These services include assistance regarding federal and state tax compliance and tax planning and structuring. Table of Contents All Other Fees. Pre-Approval Policy. All audit, tax and other services provided to us in were reviewed and pre-approved by the Audit Committee or a member of the Audit Committee designated by the full committee to pre-approve such services.
The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting. Members of the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by management and the independent registered public accountants. By the Audit Committee. Tyson, PhD Chairman. Unless otherwise indicated, the business address for each of the identified stockholders is Totten Pond Road, 6 th Floor, Waltham, Massachusetts Except as indicated in the footnotes below, none of the executive officers or directors has pledged his or her shares of common stock as collateral, and each named beneficial owner has sole voting power and sole dispositive power.
Name and Address of Beneficial Owner. BlackRock, Inc. The Vanguard Group, Inc. Directors and Executive Officers. Grant 4. Beder 5. Karen Hammond 5. Jonas 5. Reiss 5. Stern 5 6. Tyson 5. Jack DeCicco 7. Cleary 8. Rosenbloom 9. Vanguard beneficially owns an aggregate of 13,, shares. The address for Vanguard is Vanguard Blvd. Stern is a trustee.
Options and Restricted Stock Awards. We have granted shares of restricted stock to our independent directors and shares of restricted stock and options to purchase shares of our common stock to certain officers and employees. Certain of our executive officers, directors, and employees own shares of our common stock as a result of purchases of our common stock in certain of our private offerings, our initial public offering and open market transactions.
All of these securities were purchased at the same price paid by other third party investors. Indemnification Agreements. We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements require, among other things, that we indemnify our directors and certain officers to the fullest extent permitted by law and advance to our directors and certain officers all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted.
Related Person Transaction Policy. Based on its consideration of all of the relevant facts and circumstances, the Audit Committee will decide whether or not to approve such transaction. If we become aware of an existing related person transaction that has not been pre-approved under this policy, the transaction will be referred to the Audit Committee, which will evaluate all options available, including ratification, revision or termination of such transaction.
Our policy requires any member of the Audit Committee who may be interested in a related person transaction to recuse himself or herself from any consideration of such related person transaction. The stockholder filing the notice of nomination or proposal of business must comply with all the requirements of our bylaws. A copy of the bylaws may be obtained from our corporate secretary by written request to the same address.
The SEC rules allow for the delivery of a single copy of an annual report to stockholders and proxy statement to any household at which two or more stockholders reside, if it is believed the stockholders are members of the same family. Duplicate account mailings will be eliminated by allowing stockholders to consent to such elimination, or through implied consent, if a stockholder does not request continuation of duplicate mailings.
Depending upon the practices of your broker, bank or other nominee or fiduciary, you may need to contact them directly to discontinue duplicate mailings to your household. If you wish to revoke your consent to householding, you must contact your broker, bank or other nominee or fiduciary. If you hold shares of common stock in your own name as a holder of record, householding will not apply to your shares.
Also, if you own shares of common stock in more than one account, such as individually and also jointly with your spouse, you may receive more than one set of our proxy statements and annual reports to stockholders. To assist us in saving money and to provide you with better stockholder services, we encourage you to have all of your accounts registered in the same name and address.
Box , College Station, Texas If you wish to request extra copies free of charge of any annual report to stockholders or proxy statement, please send your request to CYS Investments, Inc. You can also refer to our web site at www. Information at, or connected to, our web site is not and should not be considered part of this proxy statement. Executive Vice President of Business Development,. Waltham, Massachusetts. Electronic Voting Instructions. Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
Proxies submitted by the Internet or telephone must be received by a. Vote by Internet. Vote by telephone. Please sign exactly as name s appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
On this site, you will be able to access the proxy statement, our annual report to stockholders and any amendments or supplements to the foregoing material that is required to be furnished to stockholders. If you wish to obtain directions to the Annual Meeting, please contact our corporate secretary at Grant and Thomas A.
In their discretion, the Proxies are authorized to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Very truly yours, Thomas A. Attendance at the Annual Meeting is limited to persons who register in advance and present proof of stock ownership as of the record date and picture identification.
If you hold shares directly in your name as the stockholder of record, proof of ownership could include a copy of your account statement or a copy of your stock certificate s. If you hold shares through an intermediary, such as a broker, bank or other nominee, proof of stock ownership could include a proxy from your broker, bank or other nominee or a copy of your brokerage or bank account statement. Tyson currently serve as non-executive, independent members of our Board.
Tyson have independently decided to not stand for re-election as members of the Board at the Annual Meeting. There has been no disagreement between Messrs. Jonas or Tyson and the Company. The purpose of the program is to discuss and obtain feedback on executive compensation and corporate governance matters.
One director is a public company CEO, and he serves solely on our Board. Non-management directors and executive officers are subject to robust and long term ownership requirements. The most significant contributor was the repositioning of our Agency RMBS portfolio that we implemented late in , following the increase in interest rates after the presidential election by recycling capital out of year Agency RMBS with a higher cost basis and prepayment characteristics into year Agency RMBS with a lower cost basis and a more favorable prepayment profile.
Treasury and swap rates. In addition, increases in 3-Month LIBOR, the receive-leg of our swaps, outpaced our funding rates, contributing to asset yields and better hedge performance. Consequently, we ended better hedged and at a lower cost than when we started the year. The Company maintained leverage at conservative levels throughout , ending the year with a leverage ratio of 7. Unvested shares will be forfeited without consideration if the recipient of the restricted stock ceases to be employed by the Company due to termination by the Company for Cause as defined in their respective employment agreements or voluntary resignation without Good Reason as defined in their respective employment agreement.
Our interactions with investors are an effective means for the Company to obtain investor perspectives about our executive compensation philosophy and program. We plan to continue these outreach efforts, which enable the Company, the Board and Compensation Committee to thoughtfully evaluate and respond to stockholders feedback.
Thus, an annual advisory vote on NEO compensation would align stockholder feedback with this evaluation. How will we solicit proxies for the Annual Meeting? We solicit proxies by mailing this proxy statement and proxy card to our stockholders.
In addition to solicitation by mail, some of our directors, officers and employees may make solicitations by telephone or in person without extra pay. We have retained Georgeson Inc. We will also pay the solicitation costs and will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding proxy materials to beneficial owners. Who is entitled to vote?
What is the quorum for the Annual Meeting? How many votes do I have? You are entitled to one vote for each whole share of our common stock you held as of the Record Date. Our stockholders do not have the right to cumulate their votes for directors. How do I vote? Whether or not you plan to attend the Annual Meeting, we urge you to authorize your proxy to vote your shares via the Internet or telephone as described in the Notice.
If you cannot attend the Annual Meeting in person, or you wish to have your shares voted by proxy even if you do attend the Annual Meeting, you may vote by duly authorized proxy via the Internet, by telephone or by mail. Maryland law provides that a vote via Internet or telephone carries the same validity as your completion and delivery of a proxy card.
A: As permitted by rules of the SEC, we are making this proxy statement and our Annual Report available to our stockholders electronically via the Internet. How do I vote my shares that are held by my broker? If you have shares held by a broker, you may instruct your broker to vote your shares by following the instructions that the broker provides to you.
Most brokers allow you to authorize your proxy by mail, telephone or via the Internet. What am I voting on? How are abstentions and broker non-votes treated? Pursuant to Maryland law, abstentions and broker non-votes are counted as present for purposes of determining the presence of a quorum. It likely means your shares are registered differently and are in more than one account. Sign and return all proxy cards so that all your shares are voted.
May I change my vote after I have voted? Proxies properly submitted by mail, phone or the Internet do not preclude a stockholder from voting in person at the meeting. A stockholder may revoke a proxy at any time prior to its exercise by filing with our corporate secretary a duly executed revocation of proxy, by properly submitting by mail, phone or the Internet a proxy to our corporate secretary bearing a later date or by appearing at the meeting and voting in person.
Attendance at the meeting will not by itself constitute revocation of a proxy. Although information contained on our web site is not part of this proxy statement, you can view additional information, such as our corporate governance guidelines, our code of business conduct and ethics, charters of our board committees and reports that we file with the SEC. Beder founded SBCC in , an independent advisory firm to corporate management, Experience : fintech, institutional investors, and large financial firms.
Beder heads the global strategy, risk, derivatives, and asset management practices of SBCC. Previously, Ms. Beder also founded and served as President of Capital Market Risk Advisors and was a Vice President of The First Boston Corporation now Credit Suisse where she focused on mergers and acquisitions in London and New York and then on mortgage-backed securities, derivatives trading and fixed income research.
In January , Ms. Director Ms. Beder has extensive experience running and serving on the boards of asset management Qualifications : firms, as well as vast knowledge of and experience in fixed income, derivatives, and operational and risk management, all of which are relevant to the business, operations, and industry in which CYS operates. Professional Mr. Director Mr. Grant is an expert in the mortgage and mortgage backed securities industries and markets, Qualifications : whose expertise has been gained over a distinguished career as a residential mortgage-backed securities and fixed income portfolio manager.
Grant has led the Company since its founding, developing a well-managed, seasoned, and experienced executive management team. Hammond served as Managing Director of Devonshire Investors, a private equity group Experience : within Fidelity, from through From to , Ms.
Hammond held various positions at Fidelity. Before serving at Fidelity, Ms. Hammond brings over 30 years of diverse experience in investment management, fixed Qualifications : income and mortgage banking, private equity, corporate treasury, and banking. Through Ms. Prior to joining Clayton, Mr. Prior to working as an independent consultant for and subsequently joining Pentalpha, Mr.
Redlingshafer has also served as a director of New York Mortgage Trust. While Mr. Redlingshafer was at New York Mortgage Trust, it was a REIT that focused on owning and managing a leveraged portfolio of residential mortgage-backed securities. Redlingshafer had roles in sales, trading and finance, working with origination as well as buy-side accounts.
Redlingshafer held a number of positions at the firm, including starting the Adjustable Rate Mortgage trading desk. Redlingshafer brings extensive and direct experience as president and chief investment Qualifications : officer of a mortgage REIT, as well as extensive knowledge of the operations, diligence and trading of the U. Reiss brings insight from over 40 years of professional leadership and experience in Qualifications : organizational, financial planning and management strategies, with particular emphasis on real estate and the REIT sector.
Reiss brings extensive knowledge and values of global strategies, financial management, investment, and governance issues, and comprehensive exposure to public companies in various industries to her role as a director of CYS. He has served on the boards of directors of a number of corporations including Affinia Group Intermediate Holdings, Inc.
Prior to founding The Cypress Group in , Mr. Stern had a twenty-year career with Lehman Brothers. He joined the firm in and was named Managing Director in He was named head of merchant banking in Stern has significant experience in investments and capital markets and as a director of Qualifications : publicly traded companies. Board and Committee Meetings; Annual Meeting Attendance Directors are expected to attend all Board meetings, meetings of committees on which they serve, and annual stockholders meetings.
Director Independence Our Corporate Governance Guidelines require that a majority of our directors be independent. The Board expects to address composition of all of its committees upon conclusion of the Annual Meeting. Corporate Social Responsibility We are committed to being a solid citizen in our community from a social, charitable, and environmental perspective.
Director Education To assist members of the Board of Directors in remaining current with their board duties, committee responsibilities and industry developments, we encourage our directors to participate in various board member education programs, including but not limited to those sponsored by the NYSE-Corporate Board Member Board Education Program and the National Association of Corporate Directors.
Nomination of Directors Prior to each annual meeting of stockholders, the NCGC considers the nomination of those directors whose terms expire at the next annual meeting of stockholders. The Board and the NCGC regularly review and consider the tenure of each of our directors during the course of each fiscal year. Investor Outreach Program We are committed to the highest standards of corporate governance practices.
Board Oversight of Risk We believe that our Board of Directors is best situated to oversee our risk management practices and assess and manage our overall risk profile. Director Nomination Process and Board Diversity The NCGC is responsible for managing the director nomination process, which includes identifying, evaluating, and recommending for nomination candidates for election as new directors and incumbent directors. Candidates must be individuals of the highest character and integrity.
Board Diversity One half of our director nominees are women. The independent directors can be contacted by any party via mail at the address listed below: Independent Directors CYS Investments, Inc. Board Recommendation As noted in the Compensation Discussion and Analysis, the Compensation Committee believes its compensation decisions will benefit stockholders for short-term and long-term Company performance and the compensation paid to the NEOs for was reasonable and appropriate.
Reiss David A. Executive Summary Our executive compensation program is designed to compensate our NEOs for achievements that support the mission and strategic objectives of the Company. Base Salary Base salaries for the executive officers are determined by the Compensation Committee within a salary range based on the scope and complexity of the role and responsibilities, fairness employees with similar responsibilities, experience and historical performance are rewarded comparably , and individual performance.
Annual Incentive Compensation Pursuant to the Bonus Plan, we provide our NEOs with the opportunity to earn incentive awards for achieving corporate financial and non-financial goals on an annual basis. The Compensation Committee established specific qualitative objectives for Mr. Rosenbloom, which were monitored and reviewed throughout the year during board and committee meetings, in executive sessions of the independent directors, and through regular telephonic and email communication by and between the NEOs and the directors.
The Compensation Committee feels it is important to have a meaningful qualitative component in the incentive compensation program that can be utilized to adjust compensation when warranted based on the individual facts and circumstances, including, but not limited to, scenarios where the quantitative component results or the amount of compensation for an NEO as compared to his or her counterparts at Comparable Companies appear to be outside a reasonable range.
The Compensation Committee strongly believes that the five-year vesting promotes retention, encourages long-term performance to maximize the value of and dividends received on stock granted to NEOs, and aligns the interests of executives and stockholders. The following list sets forth the principle qualitative objectives our NEOs sought to address, and the important benefits to stockholders of achieving the objectives that management identified: Financial Transparency We believe that providing our investors with supplemental information remains the best way to enhance our communication with our stockholders.
Broaden Borrowing Capabilities The Company has been pursuing several important efforts to help diversify our funding sources beyond Wall Street counterparty repo. Infrastructure IT, facilities and business continuity plan CYS is a small company and does not have a large operations staff.
The Morningstar Category is shown next to the Morningstar Style Box which identifies a fund's investment focus, based on the underlying securities in the fund. Morningstar Category. While the investment objective stated in a fund's prospectus may or may not reflect how the fund actually invests, the Morningstar category is assigned based on the underlying securities in each portfolio.
Morningstar categories help investors and investment professionals make meaningful comparisons between funds. The categories make it easier to build well-diversified portfolios, assess potential risk, and identify top-performing funds. We place funds in a given category based on their portfolio statistics and compositions over the past three years. If the fund is new and has no portfolio history, we estimate where it will fall before giving it a more permanent category assignment.
When necessary, we may change a category assignment based on recent changes to the portfolio. Inception Date Invalid Date. Advertise With Us. All rights reserved.