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) February 18, 2020
ARMOUR Residential REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| Maryland | 001-34766 | 26-1908763 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| | | |
| 3001 Ocean Drive, Suite 201 | | |
| Vero Beach, | Florida | | 32963 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(772) 617-4340
(Registrant’s Telephone Number, Including Area Code)
n/a
(Former Name or Former Address, if Changed Since 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 (see General Instruction A.2. below):
☐ 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 symbols | | Name of Exchange on which registered |
| Preferred Stock, 7.875% Series B Cumulative Redeemable | | ARR-PRBCL | | New York Stock Exchange |
| Preferred Stock, 7.00% Series C Cumulative Redeemable | | ARR-PRC | | New York Stock Exchange |
| Common Stock, $0.001 par value | | ARR | | New York Stock Exchange |
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 a 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 ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 18, 2020, Mr. Gordon M. Harper, Vice President of Finance and Controller of ARMOUR Residential REIT, Inc. (“ARMOUR” or the “Company”), was appointed to the additional office of Treasurer, effective immediately. Mr. James R. Mountain, who has served as the Company’s Treasurer since September 2012, will continue in his roles as Chief Financial Officer and Secretary of the Company.
Item 7.01. Regulation FD Disclosure.
On February 18, 2020, ARMOUR issued a press release announcing that it will provide an online, real-time webcast of its conference call with equity analysts covering ARMOUR's operating results for the fourth quarter ended December 31, 2019, on Thursday, February 20, 2020, beginning at 8:30 a.m. (ET).
A copy of the press release is attached as Exhibit 99.1 to this report.
The second bullet point under Shareholder Alignment on page 3 of the ARMOUR Company Update furnished on February 14, 2020, contained a typographical error. The bullet point should read "Senior management has made open market purchases of $4.4 million of stock since 2016, including $75,000 of 7.00% Cumulative Redeemable Series C Preferred Stock in 2020".
The information reported under this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of ARMOUR 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | Description |
| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
Dated: February 18, 2020
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| | ARMOUR RESIDENTIAL REIT, INC. |
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| | By: | /s/ Gordon M. Harper | |
| | Name: | Gordon M. Harper | |
| | Title: | VP Finance, Controller and Treasurer | |
