ARLINGTON ASSET INVESTMENT CORP. (NYSE:AI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Arlington Asset Investment Corp. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) on June 15, 2021. At the Annual Meeting, the Company’s 2021 Long-Term Incentive Plan (the “Plan”) was approved by the shareholders.
A summary of the Plan is included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2021 (the “Proxy Statement”) under the caption “Proposal No. 2 — Ratification of 2021 Long-Term Incentive Plan.” Such summary is incorporated by reference into this Item 5.02 and is qualified in its entirety by reference to the full text of the Plan, which was filed as Annex A to the Proxy Statement and is incorporated by reference into this Item 5.02. Forms of award agreements governing grants issuable under the Plan are attached hereto as Exhibits 10.2, 10.3, and 10.4.
Item 5.07.Submission of Matters to a Vote of Security Holders.
The disclosure in Item 5.02 above is hereby incorporated by reference into this Item 5.07.
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 2022 annual meeting of shareholders, (ii) a proposal to ratify the approval of the Plan, (iii) a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021, and (iv) 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 Plan, 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:
Proposal No. 2 — Ratification of the Approval of the Company’s 2021 Long-Term Incentive Plan:
Proposal No. 3 — Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm:
Proposal No. 4 — Advisory Vote on Executive Compensation:
Further information regarding these proposals is set forth in the Proxy Statement.
Definitive Proxy Statement on Schedule 14A filed on April 29, 2021 and incorporated by reference herein).
Arlington Asset Investment Corp. Exhibit
EX-10.2 2 ai-ex102_6.htm EX-10.2 ai-ex102_6.htm Exhibit 10.2 [Arlington Asset Investment Corp. Letterhead] [Date] Name Street Address City,…
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About ARLINGTON ASSET INVESTMENT CORP. (NYSE:AI)
Arlington Asset Investment Corp. is a principal investment firm. The Company acquires and holds a levered portfolio of residential mortgage-backed securities (MBS), consisting of agency MBS and private-label MBS. The Company may invest in other types of residential mortgage assets, such as residential mortgage loans, mortgage servicing rights and government sponsored enterprise (GSE) credit risk transfer securities, as well as other types of assets, including commercial MBS, asset backed securities, other structured securities, commercial mortgage loans, commercial loans, and other real estate-related loans and securities. The Company’s Agency MBS include residential mortgage pass-through certificates for which the principal and interest payments are guaranteed by a United States Government agency or GSE, such as the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation. Its subsidiary is Rosslyn REIT Trust, which is a real estate investment trust.