Item 5.07. Submission of Matters to a Vote of Security Holders.
ARMOUR Residential REIT, Inc. (“ARMOUR”) held its 2020 virtual annual meeting of stockholders at 8:00 a.m. (EDT) on May 20, 2020, for the purpose of: (i) electing ten (10) directors to ARMOUR’s Board of Directors until its 2021 annual meeting of stockholders and until their successors are duly elected and qualified; (ii) ratifying the appointment of Deloitte & Touche LLP (“Deloitte”) as ARMOUR’s independent registered certified public accountants for fiscal year 2020; (iii) approving, by a non-binding advisory vote, ARMOUR’s 2019 executive compensation and (iv) approving, by a non-binding advisory vote, the frequency of future stockholder advisory votes relating to ARMOUR's executive compensation. For more information on the proposals described below, please refer to ARMOUR’s proxy statement dated April 9, 2020. As of the record date of March 30, 2020, there were a total of 58,877,098 shares of common stock outstanding and entitled to vote at the annual meeting. At the annual meeting, 52,832,401 shares of common stock, or approximately 90% of the shares outstanding and entitled to vote at the annual meeting, were represented in person or by proxy; therefore a quorum was present.
Proposal 1 — To elect ten (10) directors to ARMOUR’s Board of Directors until its 2021 annual meeting of stockholders and until their successors are duly elected and qualified.
The ten (10) nominees proposed by ARMOUR’s Board of Directors were each elected to serve as a director until ARMOUR’s annual meeting of stockholders to be held in 2021 and until his or her successor is duly elected and qualified. The voting results for each nominee were as follows.
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Nominee
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For
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Withheld
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Broker Non-Votes
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Scott J. Ulm
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33,331,136
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1,343,817
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18,157,448
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Jeffrey J. Zimmer
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33,331,278
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1,343,675
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18,157,448
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Daniel C. Staton
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31,457,543
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3,217,410
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18,157,448
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Marc H. Bell
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28,962,011
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5,712,942
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18,157,448
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Z. Jamie Behar
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33,855,978
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818,975
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18,157,448
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Carolyn Downey
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33,577,449
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1,097,504
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18,157,448
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Thomas K. Guba
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33,570,408
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1,104,545
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18,157,448
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Robert C. Hain
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33,562,119
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1,112,834
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18,157,448
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John P. Hollihan, III
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33,754,896
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920,057
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18,157,448
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Stewart J. Paperin
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33,913,368
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761,585
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18,157,448
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Proposal 2 — To ratify the appointment of Deloitte & Touche LLP as ARMOUR’s independent registered certified public accountants for fiscal year 2020.
Stockholders voted to ratify the appointment of Deloitte as ARMOUR’s independent registered certified public accountants for the fiscal year ending December 31, 2020. The proposal received the following final voting results:
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For
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Against
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Abstain
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51,283,338
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1,023,719
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525,344
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Proposal 3 — To approve, by a non-binding advisory vote, ARMOUR’s 2019 executive compensation.
Stockholders voted to approve, by a non-binding advisory vote, ARMOUR’s 2019 executive compensation. The proposal received the following final voting results:
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For
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Against
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Abstain
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Broker Non-Votes
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32,474,701
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1,682,702
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517,550
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18,157,448
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Proposal 4 — To approve, by a non-binding advisory vote, the frequency of future stockholder advisory votes relating to ARMOUR's executive compensation.
Stockholders voted to approve, by a non-binding advisory vote, the frequency of future stockholder advisory votes relating to ARMOUR's executive compensation. The proposal received the following final voting results:
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One (1) Year
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Two (2) Years
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Three (3) Years
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Abstain
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Broker Non-Votes
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33,221,265
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232,945
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835,710
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385,033
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18,157,448
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In accordance with Item 5.07(d) of Form 8-K, ARMOUR hereby discloses its intention to include in its proxy materials an advisory vote on its executive compensation every year in accordance with the results of the non-binding advisory vote on the frequency of the advisory vote on executive compensation at the 2020 virtual annual meeting of stockholders.