Attached files
file | filename |
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EX-10.4 - EX-10.4 - Arlington Asset Investment Corp. | ai-ex104_8.htm |
EX-10.3 - EX-10.3 - Arlington Asset Investment Corp. | ai-ex103_7.htm |
EX-10.2 - EX-10.2 - Arlington Asset Investment Corp. | ai-ex102_6.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): June 17, 2021 (June 15, 2021)
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) |
McLean, VA 22101
(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)) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Class A Common Stock |
AI |
NYSE |
7.00% Series B Cumulative Perpetual Redeemable Preferred Stock |
AI PrB |
NYSE |
8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock |
AI PrC |
NYSE |
6.625% Senior Notes due 2023 |
AIW |
NYSE |
6.75% Senior Notes due 2025 |
AIC |
NYSE |
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. ☐
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Arlington Asset Investment Corp. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) on June 15, 2021. At the Annual Meeting, the Company’s 2021 Long-Term Incentive Plan (the “Plan”) was approved by the shareholders.
A summary of the Plan is included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2021 (the “Proxy Statement”) under the caption “Proposal No. 2 — Ratification of 2021 Long-Term Incentive Plan.” Such summary is incorporated by reference into this Item 5.02 and is qualified in its entirety by reference to the full text of the Plan, which was filed as Annex A to the Proxy Statement and is incorporated by reference into this Item 5.02. Forms of award agreements governing grants issuable under the Plan are attached hereto as Exhibits 10.2, 10.3, and 10.4.
Item 5.07.Submission of Matters to a Vote of Security Holders.
The disclosure in Item 5.02 above is hereby incorporated by reference into this Item 5.07.
At the Annual Meeting, the shareholders voted on (i) the election of Daniel E. Berce, David W. Faeder, Melinda H. McClure, Ralph S. Michael, III, Anthony P. Nader, III and J. Rock Tonkel, Jr. to the Company’s Board of Directors for one-year terms expiring at the Company’s 2022 annual meeting of shareholders, (ii) a proposal to ratify the approval of the Plan, (iii) a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021, and (iv) a proposal to approve, on an advisory (non-binding) basis, the Company’s executive compensation. The shareholders elected all six nominees for director, approved the ratification of the Plan, approved the ratification of the appointment of PricewaterhouseCoopers LLP and approved, on an advisory basis, the Company’s executive compensation.
The final voting results of the matters voted on at the Annual Meeting are set forth below:
Proposal No. 1 — Election of Directors:
Nominee for Director |
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
Daniel E. Berce |
|
15,423,767 |
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2,461,473 |
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103,277 |
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8,030,890 |
David W. Faeder |
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16,038,294 |
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1,845,595 |
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104,628 |
|
8,030,890 |
Melinda H. McClure |
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16,343,144 |
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1,567,217 |
|
78,156 |
|
8,030,890 |
Ralph S. Michael, III |
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16,412,461 |
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1,473,600 |
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102,456 |
|
8,030,890 |
Anthony P. Nader, III |
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15,765,775 |
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2,139,187 |
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83,555 |
|
8,030,890 |
J. Rock Tonkel, Jr. |
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16,736,294 |
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1,185,141 |
|
67,082 |
|
8,030,890 |
Proposal No. 2 — Ratification of the Approval of the Company’s 2021 Long-Term Incentive Plan:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
15,207,011 |
|
2,630,001 |
|
151,505 |
|
8,030,890 |
Proposal No. 3 — Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
24,778,473 |
|
771,364 |
|
469,570 |
|
* |
* |
No broker non-votes arose in connection with Proposal No. 3, due to the fact that the matter was considered “routine” under NYSE rules. |
Proposal No. 4 — Advisory Vote on Executive Compensation:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
12,347,199 |
|
5,431,757 |
|
209,561 |
|
8,030,890 |
Further information regarding these proposals is set forth in the Proxy Statement.
Item 9.01. |
Financial Statements and Exhibits. |
(d) |
Exhibits. |
10.1 |
Arlington Asset Investment Corp. 2021 Long-Term Incentive Plan (filed as Annex A to the Company’s |
Definitive Proxy Statement on Schedule 14A filed on April 29, 2021 and incorporated by reference herein).
*Filed herewith.
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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ARLINGTON ASSET INVESTMENT CORP. |
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Date: June 17, 2021 |
By: |
/s/ D. Scott Parish |
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Name: |
D. Scott Parish |
|
Title: |
Senior Vice President, Chief Administrative Officer and Corporate Secretary |