On July 23, 2019, the Board of Directors (the “Board”) of ARMOUR Residential REIT, Inc. (the “Company,” or “ARMOUR”) appointed Ms. Z. Jamie Behar as an independent member of the Board of Directors of the Company, effective July 24, 2019. Ms. Behar was also appointed as a member of the Audit Committee, effective July 24, 2019. In connection with the appointment of Ms. Behar, the Board increased the size of the Board from nine members to ten members. Ms. Behar will stand for election to the Board at the Company’s 2020 Annual Meeting of Stockholders for a term lasting until the Company’s 2021 annual meeting of stockholders.
The Board determined that Ms. Behar is an independent director within the meaning of the New York Stock Exchange corporate governance listing standards. There are no arrangements or understandings between Ms. Behar and any other person to which she was appointed. There are also no family relationships between Ms. Behar and any director or executive officer of the Company, and Ms. Behar does not have any direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.
In connection with Ms. Behar’s appointment to the Board, the Compensation Committee of the Board recommended and the Board approved the Company’s grant to Ms. Behar of a phantom stock award of 6,100 shares of the Company’s common stock, which will vest in full on November 20, 2019 in accordance with the terms of the Company’s standard phantom share award agreement for independent directors and the Company’s Second Amended and Restated 2009 Stock Incentive Plan. Ms. Behar will also participate in the other non-employee director compensation arrangements established by the Company for similarly-situated non-employee directors, as described under “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 1, 2019.
A copy of the press release, dated July 24, 2019, announcing the increase in the size of the Board and the appointment of Ms. Behar as the new independent director and member of the Audit Committee of the Board of the Company is filed as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated herein by reference.
The press release is being furnished to Item 7.01, and the information contained therein shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
(d) Exhibits
Armour Residential REIT, Inc. ExhibitEX-99.1 2 exhibit991bodchange.htm EXHIBIT 99.1 Exhibit ARMOUR RESIDENTIAL REIT,…
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About ARMOUR Residential REIT, Inc. (NYSE:ARR)
ARMOUR Residential REIT, Inc. (ARMOUR) is an externally managed real estate investment trust (REIT). The Company invests in residential mortgage backed securities issued or guaranteed by the United States Government-sponsored entity (GSE), such as the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac) or guaranteed by the Government National Mortgage Administration (Ginnie Mae) (collectively, Agency Securities). It also may invest in other securities backed by residential mortgages for which the payment of principal and interest is not guaranteed by a GSE or government agency (collectively, Non-Agency Securities). The Company’s securities portfolio consists primarily of Agency Securities backed by fixed rate home loans. The Company is externally managed by ARMOUR Capital Management LP.
