DESCRIPTION OF EQUITY SECURITIES
General
Our charter provides that the
total number of shares of stock of all classes which we have the authority to issue is two billion (2,000,000,000) shares of capital stock, par value $0.01 per share. These shares of capital stock consist of 1,924,050,000 shares of common stock,
$0.01 par value per share, 7,000,000 shares of 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (Series C Preferred Stock), 18,400,000 shares of 7.50% Series D Cumulative Redeemable Preferred Stock,
$0.01 par value per share (Series D Preferred Stock), 28,800,000 shares of 6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01
par value per share (Series F Preferred Stock), 19,550,000 shares of 6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par
value per share (Series G Preferred Stock), and 2,200,000 shares of 8.125% Series H Cumulative Redeemable Preferred Stock, par value $0.01 per share (Series H Preferred Stock).
Our Board may classify and reclassify any unissued shares of capital stock by setting or changing in any one or more respects the preferences,
conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms or conditions of redemption of such shares of stock. As of January 30, 2019, we had 1,400,031,214 shares of common stock outstanding.
In addition, as of January 30, 2019, we had 7,000,000 shares of Series C Preferred Stock outstanding, 18,400,000 shares of Series D Preferred Stock outstanding, 28,800,000 shares of Series F Preferred Stock outstanding, 17,000,000 shares of
Series G Preferred Stock outstanding and 2,200,000 shares of Series H Preferred Stock outstanding.
All shares of common stock offered
hereby will be duly authorized, fully paid and nonassessable. The statements below describing the common stock are in all respects subject to and qualified in their entirety by reference to our charter, including any articles supplementary
classifying and designating shares of preferred stock, and our bylaws.
Voting
Subject to our charter restrictions on ownership and transfer of our stock and the terms of any other class or series of our stock, each
outstanding share of our common stock entitles the holder thereof to one vote on all matters submitted to a vote of stockholders, including the election of directors. Cumulative voting in the election of directors is not permitted. Each nominee for
director shall be elected by a majority of the votes cast. A majority of the votes cast means the affirmative vote of a majority of the total votes cast for and against such nominee. Notwithstanding the foregoing, a nominee
for director shall be elected by a plurality of the votes cast if the number of nominees exceeds the number of directors to be elected. If an incumbent director fails to receive the required vote for
re-election, under our current bylaws our Board is required to publicly disclose whether it has requested and accepted the resignation of such director and, if applicable, its decision regarding any
tendered resignation and its rationale.
Our bylaws provide that annual meetings of our stockholders will be held each calendar year on
the date and at the time and place set by our Board, and special meetings may be called by our Board, the Chairman of our Board, our Chief Executive Officer or our President. Additionally, our Secretary is required to call a meeting of stockholders
upon the written request of stockholders entitled to cast not less than a majority of the votes that all stockholders are entitled to cast at the meeting. Our charter may be amended in accordance with its terms and Maryland law.
Dividends; Liquidation; Other Rights
Common stockholders are entitled to receive dividends if and when authorized by our Board and declared by us out of legally available funds.
The right of common stockholders to receive dividends is subordinate to the
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