8-K
Arlington Asset Investment Corp.
8-K on 06/17/2022   Download
SEC Document
SEC Filing
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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 17, 2022 (June 16, 2022)

 

 

ARLINGTON ASSET INVESTMENT CORP.

(Exact name of Registrant as Specified in Its Charter)

 

 

Virginia

001-34374

54-1873198

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

6862 Elm Street

Suite 320

 

McLean, Virginia

 

22101

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 703 373-0200

 

 

(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 each exchange on which registered

Class A Common Stock

 

AAIC

 

New York Stock Exchange

7.00% Series B Cumulative Perpetual Redeemable Preferred Stock

 

AAIC PrB

 

New York Stock Exchange

8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

 

AAIC PrC

 

New York Stock Exchange

6.000% Senior Notes due 2026

 

AAIN

 

New York Stock Exchange

6.75% Senior Notes due 2025

 

AIC

 

New York Stock Exchange

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 16, 2022 (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 until the Company’s 2023 annual meeting of shareholders and until their successors have been elected and qualified, (ii) a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022, (iii) a proposal to approve, on an advisory (non-binding) basis, the Company’s executive compensation, (iv) a proposal to ratify an amendment to the Company’s Shareholder Rights Agreement (the “Second Amendment”) to extend the term of the Shareholder Rights Agreement for an additional three years, and (v) a shareholder proposal regarding the recommendation that the Board take all lawful, extraordinary actions necessary to effectuate the liquidation of the Company. The shareholders elected all six nominees for director, approved the ratification of the appointment of PricewaterhouseCoopers LLP, approved, on an advisory basis, the Company’s executive compensation, approved the ratification of the Second Amendment, and voted against the shareholder proposal for the Board to effectuate the liquidation of the Company.

 

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

11,482,715

5,686,083

431,632

6,527,591

David W. Faeder

12,709,539

4,463,843

427,048

6,527,591

Melinda H. McClure

12,742,428

4,443,635

414,367

6,527,591

Ralph S. Michael, III

12,738,719

4,444,544

417,167

6,527,591

Anthony P. Nader, III

11,165,439

5,893,660

541,331

6,527,591

J. Rock Tonkel, Jr.

12,678,824

4,536,885

384,721

6,527,591

 

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

 

 

 

 

For

Against

Abstain

Broker Non-Votes

22,951,728

937,835

238,458

*

 

*

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

12,238,991

4,840,811

520,628

6,527,591

 

Proposal No. 4 - Ratification of the Second Amendment to the Company’s Shareholder Rights Agreement:

 

 

 

 

For

Against

Abstain

Broker Non-Votes

12,739,228

4,410,703

450,499

6,527,591

 

Proposal No. 5 - Approval of the Shareholder Proposal for the Board to Effectuate the Liquidation of the Company:

 

 

 

 

For

Against

Abstain

Broker Non-Votes

5,019,754

12,316,555

264,121

6,527,591

 

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 May 2, 2022.

 


SIGNATURES

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 thereunto duly authorized.

 

 

 

ARLINGTON ASSET INVESTMENT CORP.

 

 

 

 

Date:

June 17, 2022

By:

/s/ D. Scott Parish

 

 

 

Senior Vice President, Chief Administrative Office and Corporate Secretary