Armour Residential REIT, Inc. (Form: 8-K, Received: 12/01/2011 14:10:11)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) December 1, 2011

ARMOUR Residential REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-33736	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)

(Registrant’s Telephone Number, Including Area Code)

(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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 1, 2011, the stockholders of ARMOUR Residential REIT, Inc. (“ARMOUR” or the “Company”) approved an amendment to the Company’s charter to broaden ARMOUR’s investment asset class in response to potential changes in residential mortgage-backed securities issued or guaranteed by U.S. Government-chartered entities (collectively, “Agency Securities”). Accordingly, on December 1, 2011, the Company filed an amendment to its charter to include non Agency as well as Agency Securities in its investment asset class.

A copy of the Articles of Amendment to the Company’s charter, which amendment was filed with the State of Maryland on December 1, 2011, is filed as Exhibit 3.1 to this Current Report on Form 8-K.

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

On December 1, 2011, ARMOUR held a Special Meeting of its Stockholders at 12:30 p.m. (EST) for the purpose of approving an amendment to the Company's charter to broaden the Company's investment asset class in response to potential changes in Agency Securities. For more information on the proposal described below, refer to ARMOUR's proxy statement dated August 22, 2011. As of August 18, 2011, the record date for the Special Meeting, there were a total of 76,988,343 shares of common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 42,777,489 shares of common stock, or approximately 56% were represented in person or by proxy; therefore, a quorum was present.

Proposal 1 – Approval of an Amendment to ARMOUR's Charter to Broaden its Investment Asset Class in Response to Potential Changes in Residential Mortgage-Backed Securities Issued or Guaranteed by Government-Chartered Entities.

Stockholders approved an amendment to ARMOUR's charter to broaden the Company's investment asset class to include non Agency as well as Agency Securities in its investment asset class. The proposal received the following final voting results: 40,233,971 for, 1,936,689 against, and 606,829 abstentions.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
3.1		Articles of Amendment to the charter of ARMOUR Residential REIT, Inc.

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.

	ARMOUR RESIDENTIAL REIT, INC.

Dated: December 1, 2011	By:	/s/ Scott J. Ulm
	Name:	Scott J. Ulm
	Title:	Co-Chief Executive Officer, Chief Investment Officer, Head of Risk Management and Co-Vice Chairman

Exhibit No.		Description
3.1		Articles of Amendment to the charter of ARMOUR Residential REIT, Inc.

ARTICLES OF AMENDMENT

____________________

(2) ARMOUR Residential REIT, Inc.

A Maryland corporation hereby certifies to the State Department of Assessments and Taxation of Maryland that:

(3) The charter of the corporation is hereby amended as follows:

Article 5.10 of ARMOUR Residential REIT, Inc.’s charter hereby is amended and restated in its entirety to read as follows:

Investment Class Restriction : The Corporation will be restricted to investing, on a leveraged basis, primarily in hybrid adjustable-rate, adjustable-rate and fixed-rate residential mortgage-backed securities issued or guaranteed by a U.S. Government-chartered entity, such as the Federal National Mortgage Association (more commonly known as Fannie Mae) and the Federal Home Loan Mortgage Corporation (more commonly known as Freddie Mac), or guaranteed by the Government National Mortgage Administration, a U.S. Government corporation (more commonly known as Ginnie Mae) (collectively, “Agency Securities”), or other residential mortgage-backed securities determined to be of appropriate quality by the Corporation’s manager with oversight by the Board of Directors. A portion of the Corporation’s portfolio may be invested in unsecured notes and bonds issued by U.S. Government-chartered entities (collectively, “Agency Debt”), U.S. Treasuries and money market instruments, or accounts at state or federal chartered financial institutions, subject to certain income tests the Corporation must satisfy for its qualification as a REIT. The Corporation may also invest in hedging and other derivative instruments relating to the foregoing investments. In the case of any ambiguity in the application of the foregoing restrictions, the Board of Directors of the Corporation will determine such application.

This amendment of the charter of the corporation has been approved by the directors and shareholders

We the undersigned President and Secretary swear under penalties of perjury that the foregoing is a corporate act.


(5)	/s/ Jeffrey J. Zimmer	(5)	/s/ Scott J. Ulm
	Secretary		President



(6) Return address of filing party
3001 Ocean Drive, Suite, 201 Vero Beach
Florida, 32963