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 8, 2017 (June 7, 2017)

 

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)

 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 7, 2017.  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, Anthony P. Nader, III and J. Rock Tonkel, Jr. to the Company’s Board of Directors for one-year terms expiring at the 2018 annual meeting of shareholders, (ii) a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2017, (iii) a proposal to approve, on an advisory (non-binding) basis, the Company’s executive compensation, and (iv) a proposal to select, on an advisory (non-binding) basis, the frequency of future advisory votes on executive compensation.  The shareholders elected all eight nominees for director, approved the ratification of the appointment of PricewaterhouseCoopers LLP, approved, on an advisory basis, the Company’s executive compensation and recommended, on an advisory basis, an annual advisory vote on executive compensation.

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

Against

Abstain

Broker Non-Votes

Eric F. Billings

7,323,883

296,620

83,184

10,731,623

Daniel J. Altobello

7,280,078

346,758

76,851

10,731,623

Daniel E. Berce

7,339,194

285,329

79,164

10,731,623

David W. Faeder

7,308,625

312,699

82,363

10,731,623

Peter A. Gallagher

6,891,871

729,356

82,460

10,731,623

Ralph S. Michael, III

7,287,842

329,456

86,389

10,731,623

Anthony P. Nader, III

7,285,429

321,889

96,369

10,731,623

J. Rock Tonkel, Jr.

7,307,973

323,968

71,746

10,731,623

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

For

Against

Abstain

Broker Non-Votes

17,780,932

459,372

195,006

*

*

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

6,622,218

831,836

249,633

10,731,623

Proposal No. 4 — Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation:

1 year

2 years

3 years

Abstain

Broker Non-Votes

6,688,964

 

204,687

 

605,733

 

204,303

 

10,731,623

 

As disclosed above, 6,688,964 of the votes cast on Proposal No. 4 voted, on an advisory basis, to hold an advisory shareholder vote on executive compensation every year.  In view of these voting results and in accordance with the Board of Directors’ recommendation, the Board of Directors has determined that advisory votes on executive compensation will be submitted to stockholders every year until the next required advisory vote on the frequency of shareholder votes on executive compensation.

 

 

 

2


 

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 8, 2017

 

By:/s/ Richard E. Konzmann

Name:Richard E. Konzmann

Title:Executive Vice President, Chief Financial Officer and Treasurer