UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 21, 2023
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AGNC INVESTMENT CORP.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-34057 | 26-1701984 |
(State or Other Jurisdiction of
Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
7373 Wisconsin Avenue, 22nd Floor
Bethesda, Maryland 20814
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(301) 968-9300
N/A
(Former name or former address, if changed since last report)
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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:
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| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | | Trading Symbol(s) | | Name of Exchange on Which Registered |
| Common Stock, par value $0.01 per share | | AGNC | | The Nasdaq Global Select Market |
| Depositary shares of 7.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock | | AGNCN | | The Nasdaq Global Select Market |
| Depositary shares of 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock | | AGNCM | | The Nasdaq Global Select Market |
| Depositary shares of 6.50% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock | | AGNCO | | The Nasdaq Global Select Market |
| Depositary shares of 6.125% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock | | AGNCP | | The Nasdaq Global Select Market |
Depositary shares of 7.75% Series G Fixed-Rate Reset Cumulative
Redeemable Preferred Stock | | AGNCL | | The Nasdaq Global Select Market |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| Emerging Growth Company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
On July 20, 2023, the board of directors (the “Board”) of AGNC Investment Corp. (the “Corporation”) amended and restated the Corporation’s bylaws, effective immediately (as so amended and restated, the “Bylaws”). The amendments update the provisions regarding the availability of stockholder lists at annual meetings and the requirements for stockholder nominations and proposals. Specifically:
•Section 2.5 of the Bylaws, which describes the availability of stockholder lists at any meeting of stockholders, has been revised, consistent with amendments to the Delaware General Corporation Law, to require that the stockholder list will be available not later than the tenth day before each meeting of stockholders on a reasonably accessible electronic network or during ordinary business hours at the Corporation's offices.
•Section 2.8 of the Bylaws was amended to require that stockholders nominating individuals for election to the Board must demonstrate that they have met the requirements of Rule 14a-19 under the Securities Exchange Act of 1934 and complied with the Company’s policies and guidelines applicable to directors. The amendment also reserves for use by the Board the white proxy card.
The amendments to the Bylaws also include certain technical and clarifying changes.
The foregoing summary of the provisions of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as Exhibit 3.1 to this report and incorporated by reference herein.
(d) Exhibits.
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| Exhibit No. | Description |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 3.1 | |
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.
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| | AGNC INVESTMENT CORP. |
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| Dated: July 21, 2023 | By: | /s/ Kenneth L. Pollack |
| | Kenneth L. Pollack |
| | Executive Vice President, Chief Compliance Officer, General Counsel and Secretary |
