Attached files
| file | filename |
|---|---|
| EX-3.1 - Arlington Asset Investment Corp. | v207036_ex3-1.htm |
| EX-99.1 - Arlington Asset Investment Corp. | v207036_ex99-1.htm |
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): December 28, 2010
ARLINGTON
ASSET INVESTMENT CORP.
(Exact
name of Registrant as specified in its charter)
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Virginia
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54-1873198
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000-50230
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(State
or Other Jurisdiction
of
Incorporation or Organization)
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(I.R.S.
Employer Identification No.)
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(Commission
File Number)
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1001
Nineteenth Street North
Arlington,
VA 22209
(Address
of principal executive offices) (Zip code)
(877)
370-4413
(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:
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¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
On December 28, 2010, the Board of
Directors of Arlington Asset Investment Corp. (the “Company”) elected Daniel E.
Berce to serve as a Director of the Company until the next annual meeting of the
shareholders of the Company and until his successor is elected and
qualified. The Board of Directors further appointed Mr. Berce to
serve as a member of the Compensation Committee of the Board of
Directors. Mr. Berce will be eligible to participate in the Company’s
compensation arrangements for non-employee directors, as described in the
Company’s 2010 Annual Meeting Proxy Statement.
Mr. Berce, age 57, is Chief Executive
Officer and President of General Motors Financial Company, Inc. (formerly
AmeriCredit Corp.), a position he has held since General Motors Co. acquired
AmeriCredit Corp. on October 1, 2010. Mr. Berce had been a director
of AmeriCredit Corp. since 1990, and was Chief Executive Officer and President
from August 2005 through October 2010, President from April 2003 through August
2005 and Chief Financial Officer from May 1990 through April
2003. Mr. Berce is also a director of Cash America International,
Inc., a publicly-traded consumer finance company and AZZ, Inc., a
publicly-traded provider of galvanizing services and specialty electrical
products.
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 28, 2010, the Board of
Directors amended Section 2.2 of the Company’s Bylaws. The amendment fixed
the number of directors of the Company at seven. The prior provision
fixed the number of directors of the Company at six.
The
preceding summary is qualified in its entirety by reference to the Bylaws, as
amended, which are attached hereto as Exhibit 3.1 and incorporated herein by
reference.
Item 7.01.
Regulation FD Disclosure
On
January 3, 2011, the Company issued a press release announcing that Daniel E.
Berce had been appointed to its Board of Directors to serve as a new independent
director of the Company and as a member of the Compensation Committee of the
Board of Directors. A copy of the press release is attached hereto as
Exhibit 99.1.
The
information in Item 7.01 of this Current Report on Form 8-K, including Exhibit
99.1 furnished pursuant to Item 9.01, 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, the
information in Item 7.01 of this Current Report on Form 8-K, including 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.
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Exhibit
Number
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Description
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3.1
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Bylaws
of the Company, as amended on December 28, 2010.
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99.1
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Press
Release dated January 3,
2011.
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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.
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ARLINGTON
ASSET INVESTMENT CORP.
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Date: January
3, 2011
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By:
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/s/ Kurt R. Harrington
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Name:
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Kurt
R. Harrington
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Title:
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Executive
Vice President, Chief Financial Officer
and
Chief Accounting Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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3.1
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Bylaws
of the Company, as amended on December 28, 2010.
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99.1
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Press
Release dated January 3,
2011.
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