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 10, 2019

 

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:

 

☐

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))

 

 

 


 

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock

AI

NYSE

7.00% Series B Cumulative Perpetual Redeemable Preferred Stock

AI PrB

NYSE

8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

AI PrC

NYSE

 

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. ☐

 

 

 


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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 10, 2019 (the “Annual Meeting”).  At the Annual Meeting, the shareholders voted on (i) the election of Eric F. Billings, Daniel E. Berce, David W. Faeder, Melinda H. McClure, Ralph S. Michael, III, Anthony P. Nader, III and J. Rock Tonkel, Jr. to the Company’s Board of Directors for one-year terms expiring at the 2020 annual meeting of sha reholders, (ii) a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019, and (iii) a proposal to approve, on an advisory (non-binding) basis, the Company’s executive compensation.  The shareholders elected all seven nominees for director, approved the ratification of the appointment of PricewaterhouseCoopers LLP and approved, on an advisory basis, the Company’s executive compensation.

 

To permit additional time to solicit shareholder votes for Proposal No. 4, the proposal to amend the Company’s Articles of Incorporation to restore customary REIT stock ownership limitations and make certain other administrative changes, contained in the Company's definitive proxy statement for the Annual Meeting as filed with the Securities and Exchange Commission on April 25, 2019 (the "Proxy Statement"), the Annual Meeting with respect to this proposal was adjourned on June 10, 2019, at approximately 9:15 a.m., Eastern Time and scheduled to reconvene on Thursday, June 20, 2019 at 10:00 a.m. Eastern Time at the Company’s offices, located at 1001 Nineteenth Street North, Suite 1900, Arlington, Virginia 22209 for the purpose of holding the shareholder vote on Proposal No. 4. As of June 10, 2019, shareholders voting on this proposal had overwhelmingly voted in the favor of Proposal No. 4, but only approximately 45% had voted on this matter.

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

Proposal No. 1 — Election of Directors:

Nominee for Director

For

Against

Abstain

Broker Non-Votes

Eric F. Billings

16,373,673

779,059

214,517

15,122,589

Daniel E. Berce

16,347,368

794,775

225,106

15,122,589

David W. Faeder

16,379,740

760,746

226,763

15,122,589

Melinda H. McClure

16,410,030

749,506

207,713

15,122,589

Ralph S. Michael, III

16,274,848

867,772

224,629

15,122,589

Anthony P. Nader, III

16,367,149

783,574

216,526

15,122,589

J. Rock Tonkel, Jr.

16,361,149

784,878

221,222

15,122,589

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

For

Against

Abstain

Broker Non-Votes

30,957,375

1,140,923

391,540

*

*

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 — Advisory Vote on Executive Compensation:

For

Against

Abstain

Broker Non-Votes

15,488,003

1,401,519

477,727

15,122,589


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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 10, 2019

 

By: /s/ Richard E. Konzmann

Name:Richard E. Konzmann

Title:Executive Vice President, Chief Financial Officer and Treasurer