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 13, 2014 (June 11, 2014)
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. |
The Company held its annual meeting of shareholders
(the “Annual Meeting”) on June 11, 2014. At the annual meeting, the shareholders voted on (i) the election of Eric
F. Billings, Daniel J. Altobello, Daniel E. Berce, David W. Faeder, Peter A. Gallagher, Ralph S. Michael, III and J. Rock Tonkel,
Jr. to the Company’s Board of Directors for one-year terms expiring at the 2015 annual meeting of shareholders, (ii) the
advisory vote on executive compensation, and (iii) a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s
independent registered public accounting firm for 2014. The shareholders elected all seven nominees for director, approved the
executive compensation, and approved the ratification of the appointment of PricewaterhouseCoopers LLP.
To permit additional time to solicit shareholder
votes for Proposal No. 2 contained in the Company's definitive proxy statement for the Annual Meeting as filed with the Securities
and Exchange Commission on April 9, 2014 (the "Proxy Statement"), the Annual Meeting with respect to this proposal was
adjourned June 11, 2014, at approximately 9:30 a.m., Eastern Time and scheduled to reconvene on Tuesday, July 15, 2014 at 10:00
a.m. Eastern Time at the Company’s offices, located at 1001 Nineteenth Street North, Suite 1900, Arlington, Virginia 22209
for the purpose of holding the shareholder vote on Proposal No. 2. As of June 13, 2014, shareholders voting on this proposal had
overwhelmingly voted in the favor of Proposal No. 2, but only approximately 45% had voted on this matter. A copy of the
press release announcing the adjournment of the Annual Meeting for Proposal No. 2 is attached hereto as Exhibit 99.1.
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 |
|
9,088,196 |
|
280,920 |
|
8,625,180 |
Daniel J. Altobello |
|
9,058,657 |
|
310,459 |
|
8,625,180 |
Daniel E. Berce |
|
9,122,097 |
|
247,019 |
|
8,625,180 |
David W. Faeder |
|
9,114,087 |
|
255,029 |
|
8,625,180 |
Peter A. Gallagher |
|
9,111,666 |
|
257,450 |
|
8,625,180 |
Ralph S. Michael, III |
|
9,085,437 |
|
283,679 |
|
8,625,180 |
J. Rock Tonkel, Jr. |
|
9,120,270 |
|
248,846 |
|
8,625,180 |
Proposal No. 3 — Advisory Vote on Executive Compensation
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
8,648,588 |
|
554,666 |
|
165,862 |
|
8,625,180 |
Proposal No. 4 — Ratification of the Appointment of the
Company’s Independent Registered Public Accounting Firm:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
17,705,507 |
|
223,590 |
|
65,199 |
|
* |
| * | No broker non-votes arose in connection with Proposal No. 4, due to the fact that the matter was considered “routine”
under NYSE rules. |
| Item 7.01. | Regulation FD Disclosure. |
On June 13, 2014, the Company issued a press
release relating to the adjournment of the shareholder vote on Proposal No. 2 contained in the Proxy Statement. A copy of the press
release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section.
Furthermore, Exhibit 99.1 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, as amended.
| Item 9.01. | Financial Statements and Exhibits. |
| 99.1 | Arlington Asset Investment Corp. Press Release dated
June 13, 2014. |
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 13, 2014 |
By: |
/s/ Kurt R. Harrington |
|
Name: |
Kurt R. Harrington |
|
Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
EXHIBIT INDEX
Exhibit No. |
|
Description |
|
|
|
99.1 |
|
Arlington Asset Investment Corp. Press Release dated June 13, 2014. |
Contacts:
Media: 703.373.0200 or ir@arlingtonasset.com
Investors: Kurt Harrington at 703.373.0200 or ir@arlingtonasset.com
Arlington Asset Investment Corp. Announces
Voting Results for Annual Meeting and Adjournment with Respect to Approval of the 2014 Long-Term Incentive Plan
Arlington, VA — June 13, 2014 —
Arlington Asset Investment Corp. (NYSE: AI) held its 2014 Annual Meeting of Shareholders (the “Annual Meeting”) on
Wednesday, June 11, 2014. The proposals considered at the Annual Meeting are described in detail in the Company’s definitive
proxy statement for the Annual Meeting as filed with the Securities and Exchange Commission on April 9, 2014.
At the Annual Meeting, shareholders elected
Eric F. Billings, Daniel J. Altobello, Daniel E. Berce, David W. Faeder, Peter A. Gallagher, Ralph S. Michael, III and J. Rock
Tonkel, Jr. to the Company’s Board of Directors to serve a term of one year each (Proposal 1), approved on an advisory basis
the executive compensation of the Company’s named executive officers (Proposal 3) and ratified the appointment of PricewaterhouseCoopers
LLP as the independent registered public accountants of the Company for the fiscal year ending December 31, 2014 (Proposal 4).
While approximately 90% of the votes cast
were in favor of the Company’s 2014 Long-Term Incentive Plan (Proposal 2), the total votes cast on Proposal 2 represented
approximately 45% in interest of all shares entitled to vote on Proposal 2, while 50% were required to be cast as described in
the proxy statement. Therefore, the Company adjourned the Annual Meeting to allow for additional
time for the Company’s shareholders to vote on Proposal 2 as reported in the proxy statement. The Annual Meeting will reconvene
on July 15, 2014 at 10:00 a.m., Eastern Time, at the Company’s offices, located at 1001 Nineteenth Street North, Suite 1900,
Arlington, Virginia 22209 for the purpose of approving Proposal 2.
During the period of the adjournment, the
Company will continue to solicit proxies from its shareholders with respect to Proposal 2. Shareholders who have already voted
need not take any action on the proposal, although they may change their vote for the proposal by executing a new proxy or revoking
a previously given proxy in the manner set forth in the Company’s proxy statement.
The Company encourages all shareholders
who have not yet voted on Proposal 2 to do so before July 15, 2014. If shareholders need any assistance in voting their shares,
please contact the Company’s Investor Relations department at ir@arlingtonasset.com.
This information is being provided to
shareholders in addition to the Company’s definitive proxy statement, filed with the Securities and Exchange Commission (the
“SEC”) on April 9, 2014. Copies of the Company’s definitive proxy statement and any other materials filed by
the Company with the SEC can be obtained free of charge at the SEC’s website at www.sec.gov or from the Company’s website
at www.arlingtonasset.com. Please read the complete proxy statement, the accompanying materials and any additional proxy soliciting
materials that the Company may file with the SEC carefully before you make a voting decision as they contain important information.
Only shareholders who held the Company’s common stock as of the record date of April 3, 2014 are eligible to vote. The Company,
its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from shareholders.
Detailed information regarding the identity of the potential participants, and their direct or indirect interests, by security
holdings or otherwise, is set forth in the Company’s definitive proxy statement.
About Arlington Asset Investment Corp.
Arlington Asset Investment Corp. (NYSE:
AI) is a principal investment firm that currently invests primarily in mortgage-related and other assets. The Company is headquartered
in the Washington, D.C. metropolitan area.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These include
statements regarding the Annual Meeting and Proposal 2. Forward-looking statements can be identified by forward-looking language,
including words such as "believes," "anticipates," "expects," "estimates," "intends,"
"may," "plans," "projects," "will" and similar expressions, or the negative of these words.
Due to known and unknown risks, including the risk that the assumptions on which the forward-looking statements are based prove
to be inaccurate, actual results may differ materially from expectations or projections. These risks also include those described
in the Company's Annual Report on Form 10-K for the year ended December 31, 2013, which has been filed with the Securities and
Exchange Commission. Readers of this press release are cautioned to consider these risks and uncertainties and not to place undue
reliance on any forward-looking statements. The Company does not undertake any obligation to update any forward-looking statement,
whether written or oral, relating to matters discussed in this press release, except as may be required by applicable securities
laws.
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