BETHESDA, Md., April 30, 2013 /PRNewswire/ -- American Capital
Agency Corp. (Nasdaq: AGNC) ("AGNC" or the "Company") announced
that at its 2013 Annual Meeting of Stockholders held earlier today,
its stockholders voted to approve the re-election of the Company's
Board of Directors and the ratification of the Company's
independent public accountants and to adjourn the meeting with
respect to a proposed amendment to AGNC's certificate of
incorporation to increase the number of authorized shares of
preferred stock from 10,000,000 to 20,000,000 shares. The
meeting will reconvene on May 30,
2013, allowing stockholders additional time to vote on the
amendment to its certificate of incorporation.
The charter amendment requires the affirmative vote of the
holders of a majority of all shares of AGNC's common stock
outstanding to pass, which is a higher voting standard than was
required to approve the other proposals. In addition, brokers
do not have discretionary authority to vote on the charter
amendment and must receive voting instructions from beneficial
owners of shares held in street name in order for the shares to be
voted on the matter. Less than half of the Company's
outstanding shares of common stock have been voted on this proposal
and a significant percentage of these shares have been voted in
favor of the proposal.
"The charter amendment proposal is a very important issue for
the Company because it will provide the authorization necessary for
us to be able to seek to optimize our capital structure over the
long term, consistent with that typical of other REITs," stated
Malon Wilkus, the Chair and Chief
Executive Officer of AGNC. "We are encouraged by the
favorable support that we have received to date from our
stockholders who have voted on the proposal. Given the higher
voting standard and the non-routine nature of the proposal though,
we want to make sure that all stockholders have sufficient time to
vote their preferences. We encourage stockholders who have
not yet executed a proxy to do so. This will help save us
further solicitation costs on the proposal and ensure that they are
represented."
During the period of the adjournment, AGNC will continue to
solicit proxies from its stockholders with respect to the proposed
charter amendment. Stockholders who have not already done so
are encouraged to vote on the proposal. Stockholders who have
already voted need not take any action on the proposal, although
they may change their vote for the charter amendment by executing a
new proxy, revoking a previously given proxy or attending the
adjourned meeting and voting in person, as set forth in AGNC's
proxy statement.
The meeting adjournment with respect to the second proposal will
be until 9:00 a.m., Eastern Time, on
Thursday, May 30, 2013, at the
Company's offices at 2 Bethesda Metro Center, 12th
Floor, Bethesda, MD
20814.
AGNC filed the proxy statement for its 2013 Annual Meeting with
the Securities and Exchange Commission (the "SEC") on March 20, 2013 pursuant to which the Company is
soliciting additional proxies in connection with the second
proposal. Stockholders are urged to read the proxy statement
and other relevant documents filed with the SEC.
If you have not yet voted or wish to change your vote on
the second proposal found in AGNC's proxy statement, we urge you to
vote by phone or through the internet using the instructions
provided in your voting instruction form or proxy card. You
may also contact Georgeson Inc. at 800-676-0194 if you need
assistance with voting.
As noted above, at the annual meeting today, the Company's
common stockholders re-elected Malon
Wilkus, Robert M. Couch,
Morris A. Davis, Randy E. Dobbs, John R.
Erickson, Samuel A. Flax,
Larry K. Harvey, Prue B. Larocca and Alvin N. Puryear to the Board of Directors, each
of whom will serve until the 2014 Annual Meeting, or until his or
her successor is duly elected and qualified. In addition, the
Company's common stockholders ratified the selection of Ernst &
Young LLP to serve as the Company's independent public accountants
for the year ending December 31,
2013.
FORWARD-LOOKING STATEMENTS
This press release
contains forward-looking statements. Forward-looking
statements are based on estimates, projections, beliefs and
assumptions of management of the Company at the time of such
statements and are not guarantees of future performance.
Forward-looking statements involve risks and uncertainties in
predicting future results and conditions. Actual results
could differ materially from those projected in these
forward-looking statements due to a variety of factors, including,
without limitation, changes in interest rates, changes in the yield
curve, changes in prepayment rates, the availability and terms of
financing, changes in the market value of the Company's assets,
general economic conditions, market conditions, conditions in the
market for agency securities, and legislative and regulatory
changes that could adversely affect the business of the
Company. Certain factors that could cause actual results to
differ materially from those contained in the forward-looking
statements, are included in the Company's periodic reports filed
with the Securities and Exchange Commission ("SEC"). Copies
are available on the SEC's website,
www.sec.gov. The Company disclaims any obligation
to update or revise any forward-looking statements based on the
occurrence of future events, the receipt or new information, or
otherwise.
ABOUT AMERICAN CAPITAL AGENCY CORP.
American Capital
Agency Corp. (Nasdaq: AGNC) is a real estate investment trust that
invests in agency pass-through securities and collateralized
mortgage obligations for which the principal and interest payments
are guaranteed by a U.S. Government agency or a U.S.
Government-sponsored entity. The Company is externally
managed and advised by American Capital AGNC Management, LLC, an
affiliate of American Capital, Ltd. For further information,
please refer to www.AGNC.com.
ABOUT AMERICAN CAPITAL
American Capital, Ltd. (Nasdaq:
ACAS) is a publicly traded private equity firm and global asset
manager. American Capital, both directly and through its
asset management business, originates, underwrites and manages
investments in middle market private equity, leveraged finance,
real estate and structured products. American Capital manages
$21.2 billion of assets, including
assets on its balance sheet and fee earning assets under management
by affiliated managers, with $117
billion of total assets under management (including levered
assets). Through an affiliate, American Capital manages
publicly traded American Capital Agency Corp. (Nasdaq: AGNC) with
approximately a $13 billion market
capitalization and American Capital Mortgage Investment Corp.
(Nasdaq: MTGE) with approximately a $1.5
billion market capitalization. From its eight offices
in the U.S. and Europe, American
Capital and its affiliate, European Capital, will consider
investment opportunities from $10 million to
$750 million. For further information, please refer to
www.AmericanCapital.com.
CONTACT:
Investors – (301) 968-9300
SOURCE American Capital Agency Corp.