8-K 1 ai-8k_20160609.htm 8-K ai-8k_20160609.htm

 

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 13, 2016 (June 9, 2016)

 

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)

 

1001 Nineteenth Street North

Arlington, VA 22209

(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:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


Item 5.07.

Submission of Matters to a Vote of Security Holders.

Arlington Asset Investment Corp. (the “Company”) held its annual meeting of shareholders on June 9, 2016.  At the annual meeting, the shareholders voted on (i) the election of eight directors to the Company’s Board of Directors for one-year terms expiring at the 2017 annual meeting of shareholders, (ii) a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2016 and (iii) a shareholder proposal to amend the Company’s Amended and Restated Bylaws (the “Bylaws”).  The shareholders elected Eric F. Billings, Daniel J. Altobello, Daniel E. Berce, David W. Faeder, Peter A. Gallagher, Ralph S. Michael, III, Anthony P. Nader, III and J. Rock Tonkel, Jr. to the Company’s Board of Directors, approved the ratification of the appointment of PricewaterhouseCoopers LLP and voted against the proposal to amend the Bylaws. The results are preliminary and are subject to change pursuant to a customary review and challenge period, after which IVS Associates, Inc. (“IVS”), the independent inspector of elections for the annual meeting, will certify the results. The Company will file an amendment to this Current Report on Form 8-K to disclose the final voting results after receiving IVS’s final certified report.

The preliminary results of the matters voted on at the annual meeting are set forth below:

 

Proposal No. 1 — Election of Directors:

Nominee for Director

 

For

 

Withheld

 

Broker Non-Votes

Board of Director Nominees:

 

 

 

 

 

 

Eric F. Billings

 

12,740,374

 

381,248

 

345,294

Daniel J. Altobello

 

12,730,541

 

391,081

 

345,294

Daniel E. Berce

 

12,745,399

 

376,223

 

345,294

David W. Faeder

 

12,741,856

 

379,766

 

345,294

Peter A. Gallagher

 

12,734,827

 

386,795

 

345,294

Ralph S. Michael, III

 

12,732,204

 

389,418

 

345,294

Anthony P. Nader, III

 

12,735,671

 

385,951

 

345,294

J. Rock Tonkel, Jr.

 

12,738,679

 

382,943

 

345,294

 

 

Nominee for Director

 

For

 

Withheld

 

Broker Non-Votes

Shareholder Nominees:

 

 

 

 

 

 

Scott R. Arnold

 

1,516,082

 

441,682

 

345,294

Barry L. Kasoff

 

1,512,772

 

444,992

 

345,294

W. Brian Maillian

 

1,514,715

 

443,049

 

345,294

Raymond C. Mikulich

 

1,515,965

 

441,799

 

345,294

Donald H. Putnam

 

1,513,905

 

443,859

 

345,294

 

 

Proposal No. 2 — Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

14,699,768

 

535,558

 

189,354

 

*

*

No broker non-votes arose in connection with Proposal No. 2, due to the fact that the matter was considered “routine” under NYSE rules.

Proposal No. 3 — Approval of the shareholder proposal to amend the Bylaws:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

2,199,851

 

12,400,933

 

478,602

 

345,294

 


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 13, 2016

 

 

 

 

By:

 

/s/ Richard E. Konzmann

 

Name:

 

Richard E. Konzmann

 

Title:

 

Executive Vice President, Chief Financial
Officer and Treasurer