8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) August 27, 2013

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 (17CFR 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))

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 27, 2013, the Board of Directors of ARMOUR Residential REIT, Inc. (the “Company,” or “ARMOUR”) appointed Ms. Carolyn Downey as a new independent member of the Board of Directors of the Company, effective September 3, 2013. Ms. Downey was also appointed a member of the Nominating and Corporate Governance Committee, effective September 3, 2013.

With the appointment of Ms. Downey, the Company expects to regain compliance with Section 303A.01 of the New York Stock Exchange Listed Company Manual and Section 802(a) of the NYSE MKT LLC Company Guide, both which require a majority of independent directors on the Company's Board of Directors.

Ms. Downey, age 64, has over 25 years of institutional capital markets experience working with leading institutions in global finance. From 1989 until 2007, Ms. Downey was a Managing Director of RBS Greenwich Capital, a fixed income sales, trading and finance firm serving institutional clients, and a U.S. Government securities primary dealer. At RBS Greenwich Capital, Ms. Downey was responsible for relationships with real-estate investment trusts, financial institutions, hedge funds, investment managers and proprietary trading desks, participated in structuring and distribution of net interest margin securities, commercial mortgage securities and collateralized mortgage obligations, and advised on hedging strategies using derivative products and synthetic swaps. Prior to her time at RBS Greenwich Capital, Ms. Downey was a Vice President of Fixed Income Sales at Salomon, Inc. from 1981 until 1989, where she was for some time responsible for residual product placement and other equity tranches of structured debt and sourcing residuals from mortgage originators and security issuers. Ms. Downey also previously served as a mortgage product specialist in London and a thrift specialist in New York. She holds a B.A. degree from St. Mary's College in Sociology, a B.S. degree in Accounting from Boston University and an M.B.A. from the Stanford University Graduate School of Business. Ms. Downey serves on the Advisory Board of the Patron's Program, Archdiocese of Manhattan, a partnership of patrons, the Archdiocese and school leaders, and previously served as a member of the Board of Directors of the Student Sponsor Partners. As a result of Ms. Downey's 25 plus years of experience in structured finance, investment banking and capital markets, she will be able to provide significant financial, leadership and management advice to the Company's Board of Directors in many critical areas.

Also on August 27, 2013, the Board of Directors of the Company appointed Mr. Mark Gruber, Head of Portfolio Management, to the post of Chief Operating Officer of the Company, to hold office until his successor is duly appointed and qualified, effective September 3, 2013.

Mr. Gruber, age 38, is the Head of Portfolio Management at ARMOUR Residential Management LLC (“ARRM”), the external manager of the Company and JAVELIN Mortgage Investment Corp., a publicly traded real-estate investment trust (“REIT”) that invests in and manages a leveraged portfolio of agency mortgage-backed securities and non-agency mortgage-backed securities. From April 2008 until joining ARRM in July 2010,  Mr. Gruber managed a $1.1 billion mortgage portfolio for Penn Mutual Life Insurance. From June 2005 to March 2008, Mr. Gruber was Vice-President of Research and Trading at Bimini Capital Management, Inc., a publicly traded REIT that managed $4 billion in agency mortgage assets. Mr. Gruber previously worked for Lockheed Martin at the Knolls Atomic Power Laboratory where he was an engineer for the Naval Nuclear Propulsion Program. Mr. Gruber holds an M.B.A. with University Honors from the Tepper School of Business at Carnegie Mellon, an M.S. degree in Mechanical and Aerospace Engineering from the University of Virginia, and a B.S. degree in Mechanical Engineering with High Honors from Lehigh University.

ARMOUR is managed by ARRM, a Delaware limited liability company, pursuant to an amended and restated management agreement between the Company and ARRM. Under the amended and restated management agreement, the material terms of which have been previously disclosed by the Company, the Company pays management fees to ARRM, which in turn compensates its employees for their services to ARRM, which benefit the Company. ARMOUR does not have any employees whom it compensates directly with salaries, bonuses and benefits. Mr. Gruber is an employee of ARRM, not an employee of ARMOUR, and therefore receives his salary, bonuses and benefits from ARRM. However, Mr. Gruber is eligible to receive grants of equity and cash-based awards under the ARMOUR 2009 Stock Incentive Plan (the “Plan”), similar to ARMOUR's other executive officers, all who are deemed “Eligible Individuals” under the Plan.

A copy of the press release, dated August 27, 2013, announcing Ms. Downey as the new independent director and member of the Nominating & Corporate Governance Committee of the Board of the Company and Mr. Gruber as the new Chief Operating Officer of the Company is filed as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.  

(d) Exhibits

Exhibit No.	Description
99.1	Press release, dated August 27, 2013

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: August 28, 2013

ARMOUR RESIDENTIAL REIT, INC.

By: /s/ Scott J. Ulm                           

Name: Scott J. Ulm

Title: Co-Chief Executive Officer and

Co-Vice Chairman

Exhibit Index

Exhibit No.	Description
99.1	Press release, dated August 27, 2013

EX-99.1

Exhibit 99.1

ARMOUR RESIDENTIAL REIT, INC. ANNOUNCES APPOINTMENT OF
NEW INDEPENDENT DIRECTOR AND CHIEF OPERATING OFFICER

VERO BEACH, Fla. – August 27, 2013 -- ARMOUR Residential REIT, Inc. (NYSE: ARR, ARR PrA and ARR PrB) (NYSE MKT: ARR.WS) (“ARMOUR” or the “Company”) today announced that the Board of Directors has appointed Ms. Carolyn Downey as a new independent member of the Board of Directors of the Company, effective September 3, 2013. Ms. Downey has also been appointed as a member of the Nominating and Corporate Governance Committee, effective September 3, 2013. With the appointment of Ms. Downey, the Company expects to regain compliance with Section 303A.01 of the New York Stock Exchange Listed Company Manual and Section 802(a) of the NYSE MKT LLC Company Guide, both which require a majority of independent directors on the Company's Board of Directors.

The Board of Directors has further appointed Mr. Mark Gruber, Head of Portfolio Management, to the additional post of Chief Operating Officer of the Company, effective September 3, 2013.

Ms. Downey has over 25 years of institutional capital markets experience working with leading institutions in global finance. From 1989 until 2007, Ms. Downey was a Managing Director of RBS Greenwich Capital, a fixed income sales, trading and finance firm serving institutional clients, and a U.S. Government securities primary dealer. At RBS Greenwich Capital, Ms. Downey was responsible for relationships with real-estate investment trusts, financial institutions, hedge funds, investment managers and proprietary trading desks, participated in structuring and distribution of net interest margin securities, commercial mortgage securities and collateralized mortgage obligations, and advised on hedging strategies using derivative products and synthetic swaps. Prior to her time at RBS Greenwich Capital, Ms. Downey was a Vice President of Fixed Income Sales at Salomon, Inc. from 1981 until 1989, where she was for some time responsible for residual product placement and other equity tranches of structured debt and sourcing residuals from mortgage originators and security issuers. Ms. Downey also previously served as a mortgage product specialist in London and a thrift specialist in New York. She holds a B.A. degree from St. Mary's College in Sociology, a B.S. degree in Accounting from Boston University and an M.B.A. from the Stanford University Graduate School of Business. Ms. Downey serves on the Advisory Board of the Patron's Program, Archdiocese of Manhattan, a partnership of patrons, the Archdiocese and school leaders, and previously served as a member of the Board of Directors of the Student Sponsor Partners.  

Mr. Gruber is Head of Portfolio Management at ARMOUR Residential Management LLC (“ARRM”), the external manager of the Company and JAVELIN Mortgage Investment Corp., a publicly traded real-estate investment trust (“REIT”) that invests in and manages a leveraged portfolio of agency mortgage-backed securities and non-agency mortgage-backed securities. From April 2008 until joining ARRM in July 2010,  Mr. Gruber managed a $1.1 billion mortgage portfolio for Penn Mutual Life Insurance. From June 2005 to March 2008, Mr. Gruber was Vice-President of Research and Trading at Bimini Capital Management, Inc., a publicly traded REIT that managed $4 billion in agency mortgage assets. Mr. Gruber previously worked for Lockheed Martin at the Knolls Atomic Power Laboratory where he was an engineer for the Naval Nuclear Propulsion Program. Mr. Gruber holds an M.B.A. with University Honors from the Tepper School of Business at Carnegie Mellon, an M.S. degree in Mechanical and Aerospace Engineering from the University of Virginia, and a B.S. degree in Mechanical Engineering with High Honors from Lehigh University.

About ARMOUR Residential REIT, Inc.

ARMOUR is a Maryland corporation that invests primarily in hybrid adjustable rate, adjustable rate and fixed rate residential mortgage-backed securities issued or guaranteed by U.S. Government-sponsored entities. ARMOUR is externally managed and advised by ARRM, an investment advisor registered with the Securities and Exchange Commission (“SEC”). ARMOUR Residential REIT, Inc. has elected to be taxed as a REIT for U.S. federal income tax purposes, commencing with ARMOUR's taxable year ended December 31, 2009.

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ARMOUR Residential REIT, Inc. Announces Appointment of New Independent Director and Chief Operating Officer

Page 2

August 27, 2013

Safe Harbor

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results, including those risks set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 and in the Company's SEC filings.

Additional Information and Where to Find It

Investors, security holders and other interested persons may find additional information regarding the Company at the SEC's Internet site at http://www.sec.gov/, or the Company website www.armourreit.com or by directing requests to: ARMOUR Residential REIT, Inc., 3001 Ocean Drive, Suite 201, Vero Beach, Florida 32963, Attention: Investor Relations.

Investor Contact:

James R. Mountain

Chief Financial Officer

ARMOUR Residential REIT, Inc.

(772) 617-4340

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