Current Report Filing (8-k)
April 28 2022 - 04:21PM
Edgar (US Regulatory)
0001428205false00014282052022-04-282022-04-280001428205us-gaap:SeriesCPreferredStockMember2022-04-282022-04-280001428205us-gaap:CommonStockMember2022-04-282022-04-28
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) April 28,
2022
ARMOUR Residential REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
|
|
|
|
|
|
|
Maryland |
001-34766 |
26-1908763 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
3001 Ocean Drive, Suite 201 |
|
|
|
Vero Beach, |
Florida |
|
32963 |
|
(Address of Principal Executive Offices) |
|
(Zip Code) |
(772) 617-4340
(Registrant’s Telephone Number, Including Area Code)
n/a
(Former Name or Former Address, if Changed Since 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 (see General Instruction A.2.
below):
☐ 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 symbols |
|
Name of Exchange on which registered |
|
Preferred Stock, 7.00% Series C Cumulative Redeemable |
|
ARR-PRC |
|
New York Stock Exchange |
|
Common Stock, $0.001 par value |
|
ARR |
|
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 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 a 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 5.07. Submission of Matters to a Vote
of Security Holders.
ARMOUR held its Annual Meeting at 10:30 a.m. (EDT) on April 28,
2022, for the purpose of: (i) electing ten (10) directors to
ARMOUR’s Board of Directors until its 2023 annual meeting of
stockholders and until their successors are duly elected and
qualified; (ii) ratifying the appointment of Deloitte & Touche
LLP (“Deloitte”) as ARMOUR’s independent registered certified
public accountants for fiscal year 2022; and (iii) approving, by a
non-binding advisory vote, ARMOUR’s 2021 executive compensation As
of the record date of March 4, 2022, there were a total of
96,048,848 shares of Common Stock outstanding and entitled to vote
at the Annual Meeting. At the Annual Meeting, 66,864,238 shares of
Common Stock, or approximately 69.6% of the shares outstanding and
entitled to vote at the Annual Meeting, were represented in person
or by proxy; therefore, a quorum was present.
Proposal 1 — To elect ten (10) directors to ARMOUR’s Board of
Directors until its 2023 annual meeting of stockholders and until
their successors are duly elected and qualified.
The ten (10) nominees proposed by ARMOUR’s Board of Directors were
each elected to serve as a director until ARMOUR’s annual meeting
of stockholders to be held in 2023 and until his or her successor
is duly elected and qualified. The voting results for each nominee
were as follows.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominee |
For |
Against |
Abstain |
Broker Non-Votes |
|
Scott J. Ulm |
40,173,847 |
1,784,931 |
402,118 |
24,503,342 |
|
Jeffrey J. Zimmer |
40,143,447 |
1,824,045 |
393,404 |
24,503,342 |
|
Daniel C. Staton |
38,909,801 |
3,050,750 |
400,345 |
24,503,342 |
|
Marc H. Bell |
37,236,650 |
4,711,103 |
413,143 |
24,503,342 |
|
Z. Jamie Behar |
40,331,786 |
1,595,954 |
433,156 |
24,503,342 |
|
Carolyn Downey |
40,243,299 |
1,703,300 |
414,297 |
24,503,342 |
|
Thomas K. Guba |
40,169,518 |
1,793,161 |
398,217 |
24,503,342 |
|
Robert C. Hain |
39,707,425 |
1,873,858 |
779,613 |
24,503,342 |
|
John P. Hollihan, III |
40,146,077 |
1,818,971 |
395,848 |
24,503,342 |
|
Stewart J. Paperin |
40,283,433 |
1,684,275 |
393,188 |
24,503,342 |
Proposal 2 — To ratify the appointment of Deloitte & Touche LLP
as ARMOUR’s independent registered certified public accountants for
fiscal year 2022.
Stockholders voted to ratify the appointment of Deloitte as
ARMOUR’s independent registered certified public accountants for
the fiscal year ending December 31, 2022. The proposal received the
following final voting results:
|
|
|
|
|
|
|
|
|
|
For |
Against |
Abstain |
|
65,206,728 |
950,945 |
706,565 |
Proposal 3 — To approve, by a non-binding advisory vote, ARMOUR’s
2021 executive compensation.
Stockholders voted to approve, by a non-binding advisory vote,
ARMOUR’s 2021 executive compensation. The proposal received the
following final voting results:
|
|
|
|
|
|
|
|
|
|
|
|
|
For |
Against |
Abstain |
Broker Non-Votes |
|
34,214,745 |
7,300,915 |
845,236 |
24,503,342 |
SIGNATURES
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.
Dated: April 28, 2022
|
|
|
|
|
|
|
ARMOUR RESIDENTIAL REIT, INC. |
|
|
|
By: |
/s/ James R. Mountain |
|
Name: James R. Mountain |
|
Title: Chief Financial Officer |
ARMOUR Residential REIT (NYSE:ARR)
Historical Stock Chart
From May 2022 to Jun 2022
ARMOUR Residential REIT (NYSE:ARR)
Historical Stock Chart
From Jun 2021 to Jun 2022
