ARMOUR Residential REIT Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Real Estate Investment Trusts
Real Estate
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) May 1, 2025
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading symbols | Name of Exchange on which registered | ||||||||||||
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 5.07. Submission of Matters to a Vote of Security Holders.
ARMOUR Residential REIT, Inc. (“ARMOUR”) held its Annual Meeting at 8:00 a.m. (EDT) on May 1, 2025, for the purpose of: (i) electing eight (8) directors to ARMOUR’s Board of Directors until its 2026 annual meeting of stockholders and until their successors are duly elected and qualified; (ii) ratifying the appointment of Deloitte & Touche LLP (“Deloitte”) as ARMOUR’s independent registered certified public accountants for fiscal year 2025; and (iii) approving, by a non-binding advisory vote, ARMOUR’s 2024 executive compensation. As of the record date of March 7, 2025, there were a total of 79,968,016 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 55,613,464 shares of Common Stock, or approximately 69.54% of the shares outstanding and entitled to vote at the Annual Meeting, were represented in person or by proxy; therefore, a quorum was present.
Proposal 1 — To elect eight (8) directors to ARMOUR’s Board of Directors until its 2026 annual meeting of stockholders and until their successors are duly elected and qualified.
The eight (8) nominees proposed by ARMOUR’s Board of Directors were each elected to serve as a director until ARMOUR’s annual meeting of stockholders to be held in 2026 and until his or her successor is duly elected and qualified. The voting results for each nominee were as follows.
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Scott J. Ulm | 31,291,474 | 1,274,450 | 297,736 | 22,749,804 | ||||||||||
| Daniel C. Staton | 29,127,383 | 3,446,693 | 289,584 | 22,749,804 | ||||||||||
| Marc H. Bell | 26,658,777 | 5,919,759 | 285,124 | 22,749,804 | ||||||||||
| Z. Jamie Behar | 29,228,659 | 3,339,176 | 295,825 | 22,749,804 | ||||||||||
| Carolyn Downey | 28,374,164 | 4,207,958 | 281,538 | 22,749,804 | ||||||||||
| Robert C. Hain | 30,128,881 | 2,446,207 | 288,572 | 22,749,804 | ||||||||||
| John P. Hollihan, III | 30,912,463 | 1,661,015 | 290,182 | 22,749,804 | ||||||||||
| Stewart J. Paperin | 31,007,982 | 1,572,963 | 282,715 | 22,749,804 | ||||||||||
Proposal 2 — To ratify the appointment of Deloitte & Touche LLP as ARMOUR’s independent registered certified public accountants for fiscal year 2025.
Stockholders voted to ratify the appointment of Deloitte as ARMOUR’s independent registered certified public accountants for the fiscal year ending December 31, 2025. The proposal received the following final voting results:
| For | Against | Abstain | ||||||
| 54,008,343 | 916,357 | 688,764 | ||||||
Proposal 3 — To approve, by a non-binding advisory vote, ARMOUR’s 2024 executive compensation.
Stockholders voted to approve, by a non-binding advisory vote, ARMOUR’s 2024 executive compensation. The proposal received the following final voting results:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 30,458,051 | 1,831,404 | 574,205 | 22,749,804 | ||||||||
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: May 1, 2025
| ARMOUR RESIDENTIAL REIT, INC. | |||||
| By: | /s/ Gordon M. Harper | ||||
| Name: Gordon M. Harper | |||||
| Title: Chief Financial Officer | |||||