AGNC Investment Corp.

04/23/2021 | Press release | Distributed by Public on 04/23/2021 10:52

Current Report (SEC Filing - 8-K)

agnc-20210423

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): April 23, 2021 (April 22, 2021)
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AGNC INVESTMENT CORP.
(Exact name of registrant as specified in its charter)
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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, Maryland20814
(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
Depositary shares of 6.125% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock AGNCP 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 5.07. Submission of Matters to a Vote of Security Holders.
On April 22, 2021, AGNC Investment Corp. (the 'Company') held its 2021 Annual Meeting of Stockholders (the 'Annual Meeting'). The record date for the Annual Meeting was February 26, 2021. As of the record date, a total of 531,122,179 shares of the Company's common stock, par value $0.01 ('Common Stock'), were entitled to vote at the Annual Meeting. There were 402,403,224 shares of Common Stock present in person or by proxy at the Annual Meeting. Set forth below are the matters acted upon by the common stockholders and the final voting results of each such proposal.

1. Election of Directors. The Company's common stockholders voted to elect seven (7) Director Nominees to hold office for a term of one (1) year and until his or her successor is duly elected and qualified.
Nominee For Against Abstain Non Votes
Donna J. Blank 269,219,465 3,478,677 1,631,035 128,074,047
Morris A. Davis 256,624,418 16,020,979 1,683,780 128,074,047
John D. Fisk 264,471,380 8,118,644 1,739,153 128,074,047
Prue B. Larocca 261,781,969 10,881,744 1,665,464 128,074,047
Paul E. Mullings 269,101,507 3,521,130 1,706,540 128,074,047
Frances R. Spark 269,261,007 3,391,210 1,676,960 128,074,047
Gary D. Kain 269,270,482 3,379,292 1,679,403 128,074,047

2. Amendment and Restatement of the AGNC Investment Corp. 2016 Equity and Incentive Compensation Plan. The Company's common stockholders approved the Amended and Restated AGNC Investment Corp. 2016 Equity and Incentive Compensation Plan.
For Against Abstain Non Votes
251,635,759 19,677,559 3,015,859 128,074,047

3. Executive Compensation. The Company's common stockholders voted on an advisory and non-binding basis in favor of approval of the advisory resolution on executive compensation.
For Against Abstain Non Votes
251,486,495 19,427,481 3,415,201 128,074,047

4. Ratification of appointment of Ernst & Young LLP. The Company's common stockholders voted to ratify the appointment of Ernst & Young LLP as the Company's independent public accountant for the year ending December 31, 2021.
For Against Abstain Non Votes
396,088,918 4,208,178 2,106,128 -

(d) Exhibits.

None.


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: April 23, 2021 By: /s/ Kenneth L. Pollack
Kenneth L. Pollack
Senior Vice President, Chief Compliance Officer, General Counsel and Secretary