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

On January 17, 2019, Arlington Asset Investment Corp. (the “Company”) announced that, as part of the Company’s Board of Directors’ (the “Board”) regular refreshment process, upon the recommendation of the Nominating and Governance Committee of the Board, the Board has appointed Melinda H. McClure to serve as a new independent director of the Company.Ms. McClure’s term will beginJanuary 17, 2019 and she will stand for election at the Company’s next annual meeting of shareholders.Ms. McClure will serve on the Board’s Audit Committee and Nominating and Governance Committee.Ms. McClure, as a member of the Board, will be entitled to receive fees and restricted stock unit awards granted by the Company to its directors who are not employees of the Company beginning on a pro rata basis on January 17, 2019. The Company previously disclosed the compensation of its directors in its 2018 Annual Meeting Proxy Statement.

Concurrent with the appointment of Ms. McClure, and also as part of the Company’s Board refreshment process, Daniel J. Altobello and Peter A. Gallagher, each serving over 18 years as members of the Board, will retire from the Board as of January 17, 2019.Mr. Altobello served as member of the Board’s Compensation Committee and Nominating and Governance Committee.Mr. Gallagher served as a member of the Board’s Audit Committee and Nominating and Governance Committee.The size of the Board will be seven directors going forward.These retirements are not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Ms. McClure, age 51, is the Chairman and Chief Executive Officer of VisionBank (in Organization), Washington, D.C.’s first new community bank in ten years. Ms. McClure has over 25 years of experience in the financial services, real estate and capital markets sectors, including particular expertise in mortgage and property REITs, asset managers, specialty lenders and regulated financial institutions. She has significant corporate finance experience having managed over $15 billion in capital markets and advisory assignments.Prior to VisionBank, Ms. McClure served from 2006 to 2018 as the principal shareholder of Democracy Funding LLC, a registered broker-dealer, and its affiliates, that provided capital markets and advisory services to government agencies including the United States Department of Treasury and the Federal Deposit Insurance Corporation.Ms. McClure served on the board of directors of the Bank of Georgetown, a privately held community bank headquartered in Washington, D.C., from its inception in 2005 to its sale to United Bank in 2016.She also held several positions at B. Riley FBR, Inc. from 1991 to 2006, including senior managing director of investment banking focusing on middle market financial services and real estate companies.Ms. McClure currently serves on the board of Independence Realty Trust, Inc. (NYSE: IRT), a publicly traded REIT that owns and manages multi-family communities.

Item 5.02. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 17, 2019, the Board amended (the “Third Amendment”) Section2.2 of the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”).The Third Amendment fixed the number of directors of the Company at seven, effective as of January 17, 2019.The Bylaws previously fixed the number of directors of the Company at eight.

The preceding summary is qualified in its entirety by reference to the Third Amendment to the Bylaws, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 5.02. Regulation FD Disclosure

On January 17, 2019, the Company issued a press release announcing that Melinda H. McClure had been appointed to its Board of Directors to serve as a new independent director of the Company.A copy of the press release is attached hereto as Exhibit 99.1.

The information in Item 5.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished to Item 5.02, 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 5.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished to Item 5.02, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.

Item 5.02.Financial Statements and Exhibits.

(d)Exhibits.

Arlington Asset Investment Corp. Exhibit
EX-3.1 2 ai-ex31_8.htm EX-3.1 ai-ex31_8.htm Exhibit 3.1   Amendment No. 3 to the Amended and Restated Bylaws of Arlington Asset Investment Corp.   Adopted on January 17,…
To view the full exhibit click here

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.