UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

March 1517, 2021

Date of Report (Date of earliest event reported)

ANWORTH MORTGAGE ASSET CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

001-13709	52-2059785
(Commission File Number)	(IRS Employer Identification No.)

1299 Ocean Avenue, 2nd Floor, Santa Monica, California	90401
(Address of Principal Executive Offices)	(Zip Code)

(310) 255-4493

(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act.
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 35.0307 ~~Material~~Submission ~~Modification~~of Matters to ~~Rights~~a Vote of Security Holders.

OnA ~~March~~special 15meeting ~~2021,~~of stockholders of Anworth Mortgage Asset Corporation (“Anworth”) ~~announced~~was ~~that~~held on March 17, 2021 solely by means of a virtual meeting conducted live over the Internet (the “Anworth Special Meeting”) to vote on the proposals set forth in ~~accordance~~the ~~with~~definitive joint proxy statement/prospectus dated February 9, 2021 (the ~~terms~~“Joint ofProxy Statement”), which was first mailed to Anworth’s 6stockholders on or about February 12, 2021.~~25% Series~~ Out Bof ~~Cumulative~~a ~~Convertible~~total ~~Preferred~~of ~~Stock~~99,303,982 ~~(the~~outstanding ~~“Series~~shares Bof ~~Preferred~~common stock, par value $0.01 per share, of Anworth (“Common Stock”), entitled to vote at the ~~conversion~~Anworth ~~rate~~Special Meeting as of the ~~Series~~close Bof business ~~Preferred~~on ~~Stock~~February ~~has~~4, ~~increased~~2021, ~~from~~a ~~6.2176~~total of 52,219,617 shares of Common Stock were represented in person virtually or by proxy at the Anworth’s ~~common~~Special ~~stock~~Meeting, towhich 6constituted a quorum.~~2235~~ A ~~shares~~summary of ~~its~~the ~~common~~voting ~~stock~~results ~~effective~~of ~~March~~the Anworth Special ~~16,~~Meeting ~~2021~~is set forth below.

AsProposal ~~previously~~1 ~~announced~~– ~~on February 25, 2021, the Board of Directors of~~ Anworth ~~declared~~Merger a common stock dividend of $0.04 per share, which is payable on March 18, 2021 to holders of record of Anworth’s common stock as of the close of business on March 15, 2021. When Anworth pays a cash dividend during any quarterly fiscal period to its holders of common stock in an amount that results in an annualized common stock dividend yield greater than 6.25% (the dividend yield on the Series B Preferred Stock), the conversion rate on the Series B Preferred Stock is adjusted based on a formula specified in the Articles Supplementary Establishing and Fixing the Rights and Preferences of the Series B Preferred Stock. As a result of this dividend, the conversion rate of the Series B Preferred Stock has increased from 6.2176 shares of Anworth’s common stock to 6.2235 shares of its common stock effective March 16, 2021.Proposal

At the Anworth Special Meeting, Anworth common stockholders approved by the requisite vote a proposal to approve the merger of Anworth with and into RC Merger Subsidiary, LLC, a Delaware limited liability company (“Merger Sub”), with Merger Sub continuing as the surviving company (the “Merger”), pursuant to that certain Agreement and Plan of Merger, dated as of December 6, 2020 (the “Merger Agreement”), by and among Ready Capital Corporation, a Maryland corporation, Merger Sub, a wholly owned subsidiary of Ready Capital Corporation, and Anworth. The voting results for the Anworth Merger Proposal were as follows:

For		Against		Abstain
49,734,987		1,644,737		839,893

Proposal 2 – Anworth Adjournment Proposal

The proposal to approve the adjournment of the Anworth Special Meeting, if necessary or appropriate for the purpose of soliciting additional proxies if there were not sufficient votes for the approval of the Anworth Merger Proposal, was approved as follows:

For		Against		Abstain
45,696,684		5,559,494		963,439

Consummation of the Merger and the other transactions contemplated by the Merger Agreement are subject to the satisfaction of certain customary closing conditions, all as set forth in the Merger Agreement and discussed in detail in the Joint Proxy Statement, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 9, 2021 and is available on the SEC’s website at www.sec.gov. The foregoing description is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Annex A to the Joint Proxy Statement. Assuming the satisfaction of the closing conditions set forth in the Merger Agreement, Anworth expects the closing of the Merger to occur on or about March 19, 2021.

Item 8.01

Other Events.

On March 1517, 2021, Anworth issued a press release ~~(the “Press Release”)~~ announcing ~~that~~the inresults ~~accordance~~of ~~with~~ the ~~terms~~Anworth ofSpecial ~~Anworth’s 6~~Meeting.~~25%~~ A ~~Series~~copy ~~B Cumulative Convertible Preferred Stock (“Series B Preferred Stock”), the conversion rate~~ of the ~~Series~~press Brelease is ~~Preferred~~filed ~~Stock~~as ~~has~~Exhibit ~~increased from 6~~99.~~2176~~1 ~~shares~~to ofthis ~~Anworth’s~~Current ~~common~~Report ~~stock~~on toForm ~~6.2235~~8-K ~~shares~~and ofis ~~its~~incorporated ~~common~~herein ~~stock~~by ~~effective March 16, 2021~~reference.

A copy of the Press Release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

As discussed therein, the Press Release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to Anworth’s current expectations and are subject to the limitations and qualifications set forth in the press release as well as in Anworth’s other documents filed with the U.S. Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(a)	Not Applicable.
(b)	Not Applicable.
(c)	Not Applicable.
(d)	Exhibits.
	Exhibit 99.1	Press Release dated March 15, 2021 announcing an increase to the conversion rate of Anworth’s 6.25% Series B Cumulative Convertible Preferred Stock effective March 16, 2021.

Item 9.01

Financial Statements and Exhibits.

(a)	Not Applicable.

(b)	Not Applicable.

(c)	Not Applicable.

(d)	Exhibits.

	Exhibit 99.1 Press Release, dated March 17, 2021, announcing the results of the Anworth Special Meeting

	Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	ANWORTH MORTGAGE ASSET CORPORATION
Date: March 15, 2021	By:	/s/ Joseph E. McAdams
Date: March 17, 2021	By:	/s/ Joseph E. McAdams
		Chief Executive Officer and President

EXHIBIT INDEX

Exhibit #	Description
99.1	Press Release dated March 15, 2021 announcing an increase to the conversion rate of Anworth’s 6.25% Series B Cumulative Convertible Preferred Stock effective March 16, 2021.

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