UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): June 17, 2021 (June 15, 2021)

 

ARLINGTON ASSET INVESTMENT CORP.

(Exact name of Registrant as specified in its charter)

 

 

Virginia

 

54-1873198

 

001-34374  

(State or Other Jurisdiction

of Incorporation or Organization)

 

(I.R.S. Employer Identification No.)

 

(Commission File Number)

 

6862 Elm Street, Suite 320

McLean, VA 22101

(Address of principal executive offices) (Zip code)

 

(703) 373-0200

(Registrant’s telephone number including area code)

 

N/A

(Former name or former address, if changed from last report)

 

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))



 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock

AI

NYSE

7.00% Series B Cumulative Perpetual Redeemable Preferred Stock

AI PrB

NYSE

8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

AI PrC

NYSE

6.625% Senior Notes due 2023

AIW

NYSE

6.75% Senior Notes due 2025

AIC

NYSE

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Arlington Asset Investment Corp. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) on June 15, 2021.  At the Annual Meeting, the Company’s 2021 Long-Term Incentive Plan (the “Plan”) was approved by the shareholders.

 

A summary of the Plan is included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2021 (the “Proxy Statement”) under the caption “Proposal No. 2 — Ratification of 2021 Long-Term Incentive Plan.”  Such summary is incorporated by reference into this Item 5.02 and is qualified in its entirety by reference to the full text of the Plan, which was filed as Annex A to the Proxy Statement and is incorporated by reference into this Item 5.02.  Forms of award agreements governing grants issuable under the Plan are attached hereto as Exhibits 10.2, 10.3, and 10.4.  

 

Item 5.07.Submission of Matters to a Vote of Security Holders.

 

The disclosure in Item 5.02 above is hereby incorporated by reference into this Item 5.07.

 

At the Annual Meeting, the shareholders voted on (i) the election of Daniel E. Berce, David W. Faeder, Melinda H. McClure, Ralph S. Michael, III, Anthony P. Nader, III and J. Rock Tonkel, Jr. to the Company’s Board of Directors for one-year terms expiring at the Company’s 2022 annual meeting of shareholders, (ii) a proposal to ratify the approval of the Plan, (iii) a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021, and (iv) a proposal to approve, on an advisory (non-binding) basis, the Company’s executive compensation.  The shareholders elected all six nominees for director, approved the ratification of the Plan, approved the ratification of the appointment of PricewaterhouseCoopers LLP and approved, on an advisory basis, the Company’s executive compensation.

 

The final voting results of the matters voted on at the Annual Meeting are set forth below:

Proposal No. 1 — Election of Directors:

Nominee for Director

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Daniel E. Berce

 

15,423,767

 

2,461,473

 

103,277

 

8,030,890

David W. Faeder

 

16,038,294

 

1,845,595

 

104,628

 

8,030,890

Melinda H. McClure

 

16,343,144

 

1,567,217

 

78,156

 

8,030,890

Ralph S. Michael, III

 

16,412,461

 

1,473,600

 

102,456

 

8,030,890

Anthony P. Nader, III

 

15,765,775

 

2,139,187

 

83,555

 

8,030,890

J. Rock Tonkel, Jr.

 

16,736,294

 

1,185,141

 

67,082

 

8,030,890

Proposal No. 2 — Ratification of the Approval of the Company’s 2021 Long-Term Incentive Plan:

For

 

Against

 

Abstain

 

Broker Non-Votes

15,207,011

 

2,630,001

 

151,505

 

8,030,890

Proposal No. 3 — Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm:

For

 

Against

 

Abstain

 

Broker Non-Votes

24,778,473

 

771,364

 

469,570

 

*

*

No broker non-votes arose in connection with Proposal No. 3, due to the fact that the matter was considered “routine” under NYSE rules.

Proposal No. 4 — Advisory Vote on Executive Compensation:

For

 

Against

 

Abstain

 

Broker Non-Votes

12,347,199

 

5,431,757

 

209,561

 

8,030,890

 

Further information regarding these proposals is set forth in the Proxy Statement.


 

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Definitive Proxy Statement on Schedule 14A filed on April 29, 2021 and incorporated by reference herein).

 

*Filed herewith.

 

 



 

SIGNATURE

 

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

 

 

ARLINGTON ASSET INVESTMENT CORP.

Date: June 17, 2021

By:

/s/ D. Scott Parish

 

Name:

D. Scott Parish

 

Title:

Senior Vice President, Chief Administrative Officer and Corporate Secretary

 

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