8-K 1 arr8-kfor2019annualmeeting.htm 8-K Document
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 14, 2019

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)

Title of Each Class
 
Trading symbols
 
Name of Exchange on which registered
Preferred Stock, 8.250% Series A Cumulative Redeemable
 
ARR-PA
 
New York Stock Exchange 
Preferred Stock, 7.875% Series B Cumulative Redeemable
 
ARR-PB
 
New York Stock Exchange 
Common Stock, $0.001 par value
 
ARR
 
New York Stock Exchange 

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))

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 o

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 o



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

ARMOUR Residential REIT, Inc. (“ARMOUR”) held its 2019 annual meeting of stockholders at 12:00 p.m. (EDT) on May 14, 2019, for the purpose of: (i) electing nine (9) directors to ARMOUR’s Board of Directors until its 2020 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 2019; and (iii) approving, by a non-binding advisory vote, ARMOUR’s 2018 executive compensation. For more information on the proposals described below, please refer to ARMOUR’s proxy statement dated April 1, 2019. As of the record date of March 22, 2019, there were a total of 59,787,573 shares of common stock outstanding and entitled to vote at the annual meeting. At the annual meeting, 54,611,811 shares of common stock, or approximately 91.3% 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 nine (9) directors to ARMOUR’s Board of Directors until its 2020 annual meeting of stockholders and until their successors are duly elected and qualified.
 
The nine (9) 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 2020 and until his or her successor is duly elected and qualified. The voting results for each nominee were as follows:

Nominee
For
Withheld
Broker Non-Votes
 
 
 
 
Scott J. Ulm
33,310,587
1,275,929
20,025,295
Jeffrey J. Zimmer
33,317,721
1,268,795
20,025,295
Daniel C. Staton
31,891,491
2,695,025
20,025,295
Marc H. Bell
28,101,386
6,485,130
20,025,295
Carolyn Downey
33,792,974
793,542
20,025,295
Thomas K. Guba
33,748,843
837,673
20,025,295
Robert C. Hain
33,600,200
986,316
20,025,295
John P. Hollihan, III
33,899,603
686,913
20,025,295
Stewart J. Paperin
33,897,086
689,430
20,025,295

Proposal 2 — To ratify the appointment of Deloitte & Touche LLP as ARMOUR’s independent registered certified public accountants for fiscal year 2019.

Stockholders voted to ratify the appointment of Deloitte as ARMOUR’s independent registered certified public accountants for the fiscal year ending December 31, 2019. The proposal received the following final voting results:

For
Against
Abstain
53,421,079
877,834
312,898

Proposal 3 — To approve, by a non-binding advisory vote, ARMOUR’s 2018 executive compensation.

Stockholders voted to approve, by a non-binding advisory vote, ARMOUR’s 2018 executive compensation. The proposal received the following final voting results:

For
Against
Abstain
Broker Non-Votes
32,680,918
1,460,889
444,709
20,025,295


                    

                        




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 14, 2019    

    
ARMOUR RESIDENTIAL REIT, INC.
 
 
By:
/s/ James R. Mountain
Name: James R. Mountain
Title: Chief Financial Officer