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 9, 2020 (June 8, 2020)

 

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)

 

6862 Elm Street, Suite 320

McLean, VA 22101

(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

6.625% Senior Notes due 2023

AIW

NYSE

6.75% Senior Notes due 2025

AIC

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. ☐

 

 


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 8, 2020 (the “Annual Meeting”).  At the Annual Meeting, the shareholders voted on (i) the election of 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 Company’s 2021 annual meeting of shareholders, (ii) a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020, and (iii) a proposal to approve, on an advisory (non-binding) basis, the Company’s executive compensation.  The shareholders elected all six nominees for director, approved the ratification of the appointment of PricewaterhouseCoopers LLP and approved, on an advisory basis, the Company’s executive compensation.

 

The final voting 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

Daniel E. Berce

15,775,943

2,009,539

299,393

12,442,999

David W. Faeder

16,206,911

1,590,818

287,146

12,442,999

Melinda H. McClure

16,305,410

1,498,034

281,431

12,442,999

Ralph S. Michael, III

16,483,109

1,295,416

306,350

12,442,999

Anthony P. Nader, III

16,207,669

1,595,184

282,022

12,442,999

J. Rock Tonkel, Jr.

16,660,925

1,121,072

302,878

12,442,999

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

For

Against

Abstain

Broker Non-Votes

28,735,724

1,314,447

477,703

*

*

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

13,350,697

4,267,330

466,848

12,442,999

 

Further information regarding these proposals is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2020.


 

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 9, 2020

By:

/s/ D. Scott Parish

 

Name:

D. Scott Parish

 

Title:

Senior Vice President, Chief Administrative Officer and Corporate Secretary

 

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