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 6, 2012
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:
| ¨ | 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)) |
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 6, 2012. At the annual meeting, the shareholders voted on (i) the election of Eric F. Billings, Daniel J. Altobello, Daniel E. Berce, Peter A. Gallagher, Ralph S. Michael III, Wallace L. Timmeny and J. Rock Tonkel, Jr. to the Company’s Board of Directors for one-year terms expiring at the 2013 annual meeting of shareholders, and (ii) a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2012. The shareholders elected all seven nominees for director and approved the ratification of the appointment of PricewaterhouseCoopers LLP.
The full 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 | ||||||
| Eric F. Billings | 5,427,479 | 241,992 | 3,790,125 | ||||||
| Daniel J. Altobello | 5,403,781 | 265,690 | 3,790,125 | ||||||
| Daniel E. Berce | 5,410,890 | 258,581 | 3,790,125 | ||||||
| Peter A. Gallagher | 5,409,143 | 260,328 | 3,790,125 | ||||||
| Ralph S. Michael III | 5,416,282 | 253,189 | 3,790,125 | ||||||
| Wallace L. Timmeny | 5,414,384 | 255,087 | 3,790,125 | ||||||
| J. Rock Tonkel, Jr. | 5,424,596 | 244,875 | 3,790,125 | ||||||
Proposal No. 2 — Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm:
| For | Against | Abstain | Broker Non-Votes | |||||||
| 9,250,086 | 195,063 | 14,447 | * | |||||||
| * | No broker non-votes arose in connection with Proposal No. 2, due to the fact that the matter was considered “routine” under NYSE rules. |
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 11, 2012 | By: | /s/ Kurt R. Harrington |
| Name: | Kurt R. Harrington
| |
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |