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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): December 13, 2019 (December 12, 2019)
__________________________________________________
AGNCLOGOWHITESPACINGHIRESA24.JPG
AGNC INVESTMENT 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, 12th 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: 
☐
 
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol(s)
 
Name of Exchange on Which Registered
Common Stock, par value $0.01 per share
 
AGNC
 
The Nasdaq Global Select Market
Depositary shares of 7.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
 
AGNCN
 
The Nasdaq Global Select Market
Depositary shares of 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
 
AGNCM
 
The Nasdaq Global Select Market
Depositary shares of 6.50% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
 
AGNCO
 
The Nasdaq Global Select Market
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
☐
If an emerging growth company, indicate by 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 5.03. Amendments to Articles of Incorporation or Bylaws.

On December 12, 2019, AGNC Investment Corp., a Delaware corporation (the "Corporation") filed a Certificate of Elimination (the "Certificate of Elimination") of the 7.750% Series B Cumulative Redeemable Preferred Stock (the "Series B Preferred Stock") with the Secretary of State of the State of Delaware which, effective upon filing, eliminated from the Corporation's Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designation for the Series B Preferred Stock filed with the Secretary of State of the State of Delaware on May 7, 2014.

The Certificate of Elimination is filed herewith as Exhibit 3.1 and is incorporated by reference.    

(d) Exhibits.







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.

 
 
AGNC INVESTMENT CORP.
 
 
 
Dated: December 13, 2019
By:
/s/ Kenneth L. Pollack
 
 
Kenneth L. Pollack
 
 
Senior Vice President, Chief Compliance Officer, General Counsel and Secretary




Exhibit 3.1

CERTIFICATE OF ELIMINATION OF
7.750% SERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK
OF
AGNC INVESTMENT CORP.


Pursuant to Section 151(g) of the General Corporation Law
of the State of Delaware

AGNC Investment Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, hereby certifies as follows:
1.That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and the authority granted in the Certificate of Incorporation of the Corporation, as theretofore amended, the Board of Directors of the Corporation, by resolution duly adopted, authorized the issuance of a series of preferred stock designated 7.750% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and, on May 7, 2014, filed a Certificate of Designation with respect to such Series B Preferred Stock in the office of the Secretary of State of the State of Delaware (the “Certificate of Designation”).
2.    That no shares of said Series B Preferred Stock are outstanding and no shares thereof will be issued subject to said Certificate of Designation.
3.    That the Board of Directors of the Corporation has adopted the following resolutions:
WHEREAS, by resolution of the Board of Directors of the Corporation and by a Certificate of Designations (the “Certificate of Designations”) filed in the office of the Secretary of State of the State of Delaware on May 7, 2014, the Corporation authorized the issuance of a series of preferred stock designated 7.750% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”) and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof; and
WHEREAS, as of the date hereof, no shares of such Series B Preferred Stock are outstanding and no shares of such Series B Preferred Stock will be issued subject to said Certificate of Designations; and
WHEREAS, it is desirable that all matters set forth in the Certificate of Designations with respect to such Series B Preferred Stock be eliminated from the Certificate of Incorporation, as heretofore amended, of the Corporation.

1

NOW, THEREFORE, BE IT RESOLVED, that as of the date hereof, no shares of such Series B Preferred Stock are outstanding and no shares of such Series B Preferred Stock will be issued subject to said Certificate of Designations; and it is further
RESOLVED, that all matters set forth in the Certificate of Designations with respect to such Series B Preferred Stock be eliminated from the Certificate of Incorporation, as heretofore amended, of the Corporation; and it is further
RESOLVED, that the officers of the Corporation be, and hereby are, authorized and directed to file a Certificate of Elimination with the office of the Secretary of State of the State of Delaware setting forth a copy of these resolutions whereupon all matters set forth in the Certificate of Designations with respect to such Series B Preferred Stock shall be eliminated from the Certificate of Incorporation, as heretofore amended, of the Corporation.
4.    That, accordingly, all matters set forth in the Certificate of Designation with respect to the Preferred Stock be, and hereby are, eliminated from the Certificate of Incorporation, as heretofore amended, of the Corporation.
IN WITNESS WHEREOF, AGNC Investment Corp. has caused this Certificate to be executed by its duly authorized officer this 12th day of December, 2019.

AGNC INVESTMENT CORP.
 
 
 
By:
/s/ Kenneth L. Pollack
 
Name:
Kenneth L. Pollack
Title:
Senior Vice President, General Counsel and Secretary
 
 
 


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