ARLINGTON ASSET INVESTMENT CORP. (NYSE:AI) Files An 8-K Submission of Matters to a Vote of Security Holders
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 Companys 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 Companys independent registered public accounting firm for
2017, (iii) a proposal to approve, on an advisory (non-binding)
basis, the Companys 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 Companys 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 Companys
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. |
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.
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.