Attached files
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EX-99.1 - Arlington Asset Investment Corp. | v211627_ex99-1.htm |
EX-99.2 - Arlington Asset Investment Corp. | v211627_ex99-2.htm |
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): February 9, 2011
ARLINGTON
ASSET INVESTMENT CORP.
(Exact
name of Registrant as specified in its charter)
Virginia
|
54-1873198
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000-50230
|
||
(State
or Other Jurisdiction
of
Incorporation or Organization)
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(I.R.S.
Employer Identification No.)
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(Commission
File Number)
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1001
Nineteenth Street North
Arlington,
VA 22209
(Address
of principal executive offices) (Zip code)
(877)
370-4413
(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:
¨
|
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)
|
¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02.
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Results
of Operations and Financial
Condition.
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Arlington Asset Investment Corp. (the
“Company”) issued a press release on February 9, 2011 announcing its financial
results for the quarter and full year ended December 31, 2010 and held a
conference call on February 10, 2011 to discuss such results. A copy
of the press release and conference call transcript are furnished and attached
hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
The
information in Item 2.02 of this Current Report on Form 8-K, including the
exhibits furnished pursuant to Item 9.01, shall not be deemed “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities under that Section. Furthermore, the
information in Item 2.02 of this Current Report on Form 8-K, including the
exhibits furnished pursuant to Item 9.01, shall not be deemed to be incorporated
by reference into the filings of the Company under the Securities Act of
1933.
Item
8.01.
|
Other
Events.
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Compensation
Clawback Policy
On
February 9, 2011, the Board of Directors of the Company (the “Board”) adopted a
compensation “clawback” policy for the recovery of compensation from its
executive officers under certain circumstances. Pursuant to the
clawback policy, the Company has the right to recover any cash bonus awarded to
an executive officer (i) in the event of an accounting restatement due to
material noncompliance by the Company with the financial reporting requirements
of the federal securities laws with respect to financial statements filed by the
Company within twelve (12) months after the date of such award, and (ii) where
such noncompliance was the result of intentional misconduct by that executive
officer. Under the policy, the executive officer must reimburse the
Company for the difference between the amount of the original bonus received by
that executive officer and the amount of the bonus such officer would have
received had the bonus amount been calculated based on the restated financial
statements. As adopted, the clawback policy applies to the award of
any cash bonus to an executive officer from and after February 9,
2011.
Executive
Officer Stock Ownership Guidelines
On
February 9, 2011, the Board adopted stock ownership guidelines for its executive
officers. Under the ownership guidelines, each executive officer is
required to retain 25% of any equity awards made to such executive officer from
and after February 9, 2011 until the earlier of (i) the date on which the
executive officer is no longer an executive officer of the Company or (ii) the
executive officer’s achievement of the following ownership levels of the
Company’s stock as of the date of the grant, as applicable:
Eric F.
Billings $4,000,000
(five times 2009 base salary)
J. Rock
Tonkel,
Jr.
$3,000,000 (four times 2009 base
salary)
Kurt R.
Harrington
$1,000,000 (four times 2009 base
salary)
Director
Stock Ownership Guidelines
On
February 9, 2011, the Board affirmed the stock ownership guidelines applicable
to each member of the Board who is not also an executive
officer. Under the ownership guidelines, each non-executive director
is required to retain 100% of any equity awards made to such director from and
after February 9, 2011 until the date on which the director is no longer a
director of the Company.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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99.1
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Arlington
Asset Investment Corp. Press Release dated February 9,
2011.
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99.2
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Arlington
Asset Investment Corp. conference call transcript for the February 10,
2011 conference
call.
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2
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.
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Date: February
15, 2011
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By:
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/s/ Kurt R. Harrington
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Name:
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Kurt
R. Harrington
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Title:
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Executive
Vice President, Chief Financial Officer
and
Chief Accounting Officer
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