AI C3 AI Inc

 

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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): June 13, 2014 (June 11, 2014)

 

ARLINGTON ASSET INVESTMENT CORP.

(Exact name of Registrant as specified in its charter)

 

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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))

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

The Company held its annual meeting of shareholders (the “Annual Meeting”) on June 11, 2014. At the annual meeting, the shareholders voted on (i) the election of Eric F. Billings, Daniel J. Altobello, Daniel E. Berce, David W. Faeder, Peter A. Gallagher, Ralph S. Michael, III and J. Rock Tonkel, Jr. to the Company’s Board of Directors for one-year terms expiring at the 2015 annual meeting of shareholders, (ii) the advisory vote on executive compensation, and (iii) a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2014. The shareholders elected all seven nominees for director, approved the executive compensation, and approved the ratification of the appointment of PricewaterhouseCoopers LLP.

 

To permit additional time to solicit shareholder votes for Proposal No. 2 contained in the Company's definitive proxy statement for the Annual Meeting as filed with the Securities and Exchange Commission on April 9, 2014 (the "Proxy Statement"), the Annual Meeting with respect to this proposal was adjourned June 11, 2014, at approximately 9:30 a.m., Eastern Time and scheduled to reconvene on Tuesday, July 15, 2014 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. 2. As of June 13, 2014, shareholders voting on this proposal had overwhelmingly voted in the favor of Proposal No. 2, but only approximately 45% had voted on this matter. A copy of the press release announcing the adjournment of the Annual Meeting for Proposal No. 2 is attached hereto as Exhibit 99.1.
 

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		Withheld		Broker Non-Votes
Eric F. Billings		9,088,196		280,920		8,625,180
Daniel J. Altobello		9,058,657		310,459		8,625,180
Daniel E. Berce		9,122,097		247,019		8,625,180
David W. Faeder		9,114,087		255,029		8,625,180
Peter A. Gallagher		9,111,666		257,450		8,625,180
Ralph S. Michael, III		9,085,437		283,679		8,625,180
J. Rock Tonkel, Jr.		9,120,270		248,846		8,625,180

 

Proposal No. 3 — Advisory Vote on Executive Compensation

 

For		Against		Abstain		Broker Non-Votes
8,648,588		554,666		165,862		8,625,180

 

Proposal No. 4 — Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm:

 

For		Against		Abstain		Broker Non-Votes
17,705,507		223,590		65,199		*

 

*

No broker non-votes arose in connection with Proposal No. 4, due to the fact that the matter was considered “routine” under NYSE rules.

 

Item 7.01.

Regulation FD Disclosure.

 

On June 13, 2014, the Company issued a press release relating to the adjournment of the shareholder vote on Proposal No. 2 contained in the Proxy Statement. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, Exhibit 99.1 furnished pursuant to Item 9.01 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.

 

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

99.1

Arlington Asset Investment Corp. Press Release dated June 13, 2014.

 

 

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 13, 2014	By:	/s/ Kurt R. Harrington
	Name:	Kurt R. Harrington
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

  

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Arlington Asset Investment Corp. Press Release dated June 13, 2014.

 

 

 

 

Contacts:

Media: 703.373.0200 or ir@arlingtonasset.com 

Investors: Kurt Harrington at 703.373.0200 or ir@arlingtonasset.com

 

Arlington Asset Investment Corp. Announces Voting Results for Annual Meeting and Adjournment with Respect to Approval of the 2014 Long-Term Incentive Plan

 

Arlington, VA — June 13, 2014 — Arlington Asset Investment Corp. (NYSE: AI) held its 2014 Annual Meeting of Shareholders (the “Annual Meeting”) on Wednesday, June 11, 2014. The proposals considered at the Annual Meeting are described in detail in the Company’s definitive proxy statement for the Annual Meeting as filed with the Securities and Exchange Commission on April 9, 2014.

 

At the Annual Meeting, shareholders elected Eric F. Billings, Daniel J. Altobello, Daniel E. Berce, David W. Faeder, Peter A. Gallagher, Ralph S. Michael, III and J. Rock Tonkel, Jr. to the Company’s Board of Directors to serve a term of one year each (Proposal 1), approved on an advisory basis the executive compensation of the Company’s named executive officers (Proposal 3) and ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accountants of the Company for the fiscal year ending December 31, 2014 (Proposal 4).

 

While approximately 90% of the votes cast were in favor of the Company’s 2014 Long-Term Incentive Plan (Proposal 2), the total votes cast on Proposal 2 represented approximately 45% in interest of all shares entitled to vote on Proposal 2, while 50% were required to be cast as described in the proxy statement. Therefore, the Company adjourned the Annual Meeting to allow for additional time for the Company’s shareholders to vote on Proposal 2 as reported in the proxy statement. The Annual Meeting will reconvene on July 15, 2014 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 approving Proposal 2.

 

During the period of the adjournment, the Company will continue to solicit proxies from its shareholders with respect to Proposal 2. Shareholders who have already voted need not take any action on the proposal, although they may change their vote for the proposal by executing a new proxy or revoking a previously given proxy in the manner set forth in the Company’s proxy statement.

 

The Company encourages all shareholders who have not yet voted on Proposal 2 to do so before July 15, 2014. If shareholders need any assistance in voting their shares, please contact the Company’s Investor Relations department at ir@arlingtonasset.com.

  

This information is being provided to shareholders in addition to the Company’s definitive proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on April 9, 2014. Copies of the Company’s definitive proxy statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC’s website at www.sec.gov or from the Company’s website at www.arlingtonasset.com. Please read the complete proxy statement, the accompanying materials and any additional proxy soliciting materials that the Company may file with the SEC carefully before you make a voting decision as they contain important information. Only shareholders who held the Company’s common stock as of the record date of April 3, 2014 are eligible to vote. The Company, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from shareholders. Detailed information regarding the identity of the potential participants, and their direct or indirect interests, by security holdings or otherwise, is set forth in the Company’s definitive proxy statement.

 

 

About Arlington Asset Investment Corp.

 

Arlington Asset Investment Corp. (NYSE: AI) is a principal investment firm that currently invests primarily in mortgage-related and other assets. The Company is headquartered in the Washington, D.C. metropolitan area.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These include statements regarding the Annual Meeting and Proposal 2. Forward-looking statements can be identified by forward-looking language, including words such as "believes," "anticipates," "expects," "estimates," "intends," "may," "plans," "projects," "will" and similar expressions, or the negative of these words. Due to known and unknown risks, including the risk that the assumptions on which the forward-looking statements are based prove to be inaccurate, actual results may differ materially from expectations or projections. These risks also include those described in the Company's Annual Report on Form 10-K for the year ended December 31, 2013, which has been filed with the Securities and Exchange Commission. Readers of this press release are cautioned to consider these risks and uncertainties and not to place undue reliance on any forward-looking statements. The Company does not undertake any obligation to update any forward-looking statement, whether written or oral, relating to matters discussed in this press release, except as may be required by applicable securities laws.