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 13, 2016 (June 9, 2016)
ARLINGTON ASSET INVESTMENT CORP.
(Exact name of Registrant as specified in its charter)
Virginia | | 54-1873198 | | 001-34374 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) | | (Commission File Number) |
1001 Nineteenth Street North
Arlington, VA 22209
(Address of principal executive offices) (Zip code)
(703) 373-0200
(Registrant’s telephone number including area code)
N/A
(Former name or former address, if changed from 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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 9, 2016. At the annual meeting, the shareholders voted on (i) the election of eight directors to the Company’s Board of Directors for one-year terms expiring at the 2017 annual meeting of shareholders, (ii) a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2016 and (iii) a shareholder proposal to amend the Company’s Amended and Restated Bylaws (the “Bylaws”). The shareholders elected 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 Company’s Board of Directors, approved the ratification of the appointment of PricewaterhouseCoopers LLP and voted against the proposal to amend the Bylaws. The results are preliminary and are subject to change pursuant to a customary review and challenge period, after which IVS Associates, Inc. (“IVS”), the independent inspector of elections for the annual meeting, will certify the results. The Company will file an amendment to this Current Report on Form 8-K to disclose the final voting results after receiving IVS’s final certified report.
The preliminary results of the matters voted on at the annual meeting are set forth below:
Proposal No. 1 — Election of Directors:
Nominee for Director | | For | | Withheld | | Broker Non-Votes |
Board of Director Nominees: | | | | | | |
Eric F. Billings | | 12,740,374 | | 381,248 | | 345,294 |
Daniel J. Altobello | | 12,730,541 | | 391,081 | | 345,294 |
Daniel E. Berce | | 12,745,399 | | 376,223 | | 345,294 |
David W. Faeder | | 12,741,856 | | 379,766 | | 345,294 |
Peter A. Gallagher | | 12,734,827 | | 386,795 | | 345,294 |
Ralph S. Michael, III | | 12,732,204 | | 389,418 | | 345,294 |
Anthony P. Nader, III | | 12,735,671 | | 385,951 | | 345,294 |
J. Rock Tonkel, Jr. | | 12,738,679 | | 382,943 | | 345,294 |
Nominee for Director | | For | | Withheld | | Broker Non-Votes |
Shareholder Nominees: | | | | | | |
Scott R. Arnold | | 1,516,082 | | 441,682 | | 345,294 |
Barry L. Kasoff | | 1,512,772 | | 444,992 | | 345,294 |
W. Brian Maillian | | 1,514,715 | | 443,049 | | 345,294 |
Raymond C. Mikulich | | 1,515,965 | | 441,799 | | 345,294 |
Donald H. Putnam | | 1,513,905 | | 443,859 | | 345,294 |
Proposal No. 2 — Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm:
For | | Against | | Abstain | | Broker Non-Votes |
14,699,768 | | 535,558 | | 189,354 | | * |
* | 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 — Approval of the shareholder proposal to amend the Bylaws:
For | | Against | | Abstain | | Broker Non-Votes |
2,199,851 | | 12,400,933 | | 478,602 | | 345,294 |
SIGNATURE
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 hereunto duly authorized.
| | ARLINGTON ASSET INVESTMENT CORP. |
| | | |
Date: June 13, 2016 | | | |
| By: | | /s/ Richard E. Konzmann |
| Name: | | Richard E. Konzmann |
| Title: | | Executive Vice President, Chief Financial
Officer and Treasurer |
