Form 8-K - Current report

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) May 31, 2024

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 8:00 a.m. (EDT) on May 31, 2024, for the purpose of: (i) electing eight (8) directors to ARMOUR’s Board of Directors until its 2025 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 2024; and (iii) approving, by a non-binding advisory vote, ARMOUR’s 2023 executive compensation. As of the record date of April 11, 2024, there were a total of 48,751,806 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 31,938,368 shares of Common Stock, or approximately 65.51% 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 eight (8) directors to ARMOUR’s Board of Directors until its 2025 annual meeting of stockholders and until their successors are duly elected and qualified.

The eight (8) 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 2025 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	17,545,315	1,281,813	226,704	12,884,536
Daniel C. Staton	16,334,427	2,488,936	230,469	12,884,536
Marc H. Bell	15,831,801	2,995,685	226,346	12,884,536
Z. Jamie Behar	15,334,319	3,498,694	220,819	12,884,536
Carolyn Downey	15,242,510	3,594,988	216,334	12,884,536
Robert C. Hain	17,485,351	1,342,190	226,291	12,884,536
John P. Hollihan, III	16,829,596	2,000,607	223,629	12,884,536
Stewart J. Paperin	17,370,612	1,456,063	227,157	12,884,536

Proposal 2 — To ratify the appointment of Deloitte & Touche LLP as ARMOUR’s independent registered certified public accountants for fiscal year 2024.

Stockholders voted to ratify the appointment of Deloitte as ARMOUR’s independent registered certified public accountants for the fiscal year ending December 31, 2024. The proposal received the following final voting results:


For	Against	Abstain
30,614,600	848,187	475,581

Proposal 3 — To approve, by a non-binding advisory vote, ARMOUR’s 2023 executive compensation.

Stockholders voted to approve, by a non-binding advisory vote, ARMOUR’s 2023 executive compensation. The proposal received the following final voting results:


For	Against	Abstain	Broker Non-Votes
16,022,504	2,581,299	450,029	12,884,536

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: May 31, 2024


ARMOUR RESIDENTIAL REIT, INC.

By:			/s/ Gordon M. Harper
Name: Gordon M. Harper
Title: Chief Financial Officer

Cover Document	May 31, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	May 31, 2024
Entity Registrant Name	ARMOUR Residential REIT, Inc.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-34766
Entity Tax Identification Number	26-1908763
Entity Address, Address Line One	3001 Ocean Drive, Suite 201
Entity Address, City or Town	Vero Beach,
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32963
City Area Code	772
Local Phone Number	617-4340
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001428205
Amendment Flag	false
Series C Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Preferred Stock, 7.00% Series C Cumulative Redeemable
Trading Symbol	ARR-PRC
Security Exchange Name	NYSE
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	ARR
Security Exchange Name	NYSE