8-K 1 agnc8-kamresults4x19x16.htm 8-K 8-K


 
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 21, 2016 (April 19, 2016)
__________________________________________________
AMERICAN CAPITAL AGENCY CORP.
(Exact name of registrant as specified in its charter)
__________________________________________________
Delaware
001-34057
26-1701984
(State or Other Jurisdiction of
Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
2 Bethesda Metro Center, 14th Floor
Bethesda, Maryland 20814
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(301) 968-9300

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: 
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.

On April 19, 2016, American Capital Agency Corp. (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”), at the Hyatt Regency Bethesda, 7400 Wisconsin Avenue, Bethesda, Maryland 20814, at 11:00 a.m. (ET). The record date for the Annual Meeting was February 25, 2016. As of the record date, a total of 332,453,081 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), were entitled to vote at the Annual Meeting. There were 273,759,600 shares of Common Stock present in person or by proxy at the Annual Meeting. Set forth below are the matters acted upon by the common stockholders, and the final voting results of each such proposal.

1.    Election of Directors. The Company’s common stockholders voted to elect eight (8) of the nine (9) Director Nominees to hold office for a term of one (1) year and until his or her successor is duly elected and qualified in this Proposal 1. The Company’s common stockholders voted to elect the other Director Nominee: Gary Kain to hold office for a term of one (1) year and until his successor is duly elected and qualified in Proposal 5 below.

Nominee
 
For

 
Against

 
Abstain

 
Non Votes

 
Uncast

John R. Erickson
 
158,268,846

 
21,784,449

 
902,292

 
92,803,873

 
139

Samuel A. Flax
 
168,377,534

 
11,639,675

 
938,378

 
92,803,873

 
139

Alvin N. Puryear
 
167,561,626

 
12,448,942

 
945,020

 
92,803,872

 
139

Robert M. Couch
 
176,678,308

 
3,314,146

 
963,134

 
92,803,872

 
139

Morris A. Davis
 
173,976,098

 
6,020,086

 
959,402

 
92,803,872

 
141

Randy E. Dobbs
 
123,800,768

 
56,206,911

 
947,908

 
92,803,872

 
139

Larry K. Harvey
 
176,573,586

 
3,429,612

 
952,390

 
92,803,872

 
139

Prue B. Larocca
 
173,810,986

 
6,173,250

 
971,352

 
92,803,872

 
139


2.    Approval of an amendment to the American Capital Agency Corp. Equity Incentive Plan for Independent Directors (the “Amendment to Equity Incentive Plan”). The Company’s common stockholders voted to approve the Amendment to Equity Incentive Plan.

    
For
Against
Abstain
Non Votes
Uncast
166,201,105
13,440,325
1,314,157
92,803,873
139

3.    Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide that stockholders may remove any director from office, with or without cause (the “Amendment to Certificate of Incorporation”). The Company’s common stockholders voted to approve the Amendment to Certificate of Incorporation.

    
For
Against
Abstain
Non Votes
Uncast
268,058,252
3,906,668
1,794,540
—
139
4.    Ratification of appointment of Ernst & Young LLP. The Company’s common stockholders voted to ratify the appointment of Ernst & Young LLP as the Company’s independent public accountant for the year ending December 31, 2016.

    
For
Against
Abstain
Non Votes
Uncast
268,982,018
3,151,792
1,625,650
—
139

5.    Election of Director. The Company’s common stockholders voted to elect another Director Nominee, Gary Kain to hold office for a term of one (1) year and until his successor is duly elected and qualified.

    
For
Against
Abstain
Non Votes
Uncast
170,305,907
3,991,091
872,208
98,590,254
139






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.

 
 
AMERICAN CAPITAL AGENCY CORP.
 
 
 
Dated: April 21, 2016
By:
 /s/ Samuel A. Flax
 
 
Samuel A. Flax
 
 
Executive Vice President and Secretary