Arlington Asset Investment Corp. (the “Company”) held its annual meeting of shareholders on June 16, 2022 (the “Annual Meeting”). 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 until the Company’s 2023 annual meeting of shareholders
and until their successors have been elected and qualified, (ii) a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022, (iii) a proposal to approve, on an advisory (non-binding) basis, the Company’s executive compensation, (iv) a proposal to ratify an amendment to t he Company’s Shareholder Rights Agreement (the “Second Amendment”) to extend the term of the Shareholder Rights Agreement for an additional three years, and (v) a shareholder proposal regarding the recommendation that the Board take all lawful, extraordinary actions necessary to effectuate the liquidation of the Company. The shareholders elected all six nominees for director, approved the ratification of the appointment of PricewaterhouseCoopers LLP, approved, on an advisory basis, the Company’s executive compensation, approved the ratification of the Second Amendment, and voted against the shareholder proposal for the Board to effectuate the liquidation of the Company.
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
11,482,715
5,686,083
431,632
6,527,591
David W. Faeder
12,709,539
4,463,843
427,048
6,527,591
Melinda H. McClure
12,742,428
4,443,635
414,367
6,527,591
Ralph S. Michael, III
12,738,719
4,444,544
417,167
6,527,591
Anthony P. Nader, III
11,165,439
5,893,660
541,331
6,527,591
J. Rock Tonkel, Jr.
12,678,824
4,536,885
384,721
6,527,591
Proposal No. 2 - Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm:
For
Against
Abstain
Broker Non-Votes
22,951,728
937,835
238,458
*
*
No broker non-votes arose in connection with Proposal No. 2, due to the fact that the matter was considered “routine” under NYSE rules.
Proposal No. 3 - Advisory Vote on Executive Compensation:
For
Against
Abstain
Broker Non-Votes
12,238,991
4,840,811
520,628
6,527,591
Proposal No. 4 -
Ratification of the Second Amendment to the Company’s Shareholder Rights Agreement:
For
Against
Abstain
Broker Non-Votes
12,739,228
4,410,703
450,499
6,527,591
Proposal No. 5 - Approval of the Shareholder Proposal for the Board to Effectuate the Liquidation of the Company:
For
Against
Abstain
Broker Non-Votes
5,019,754
12,316,555
264,121
6,527,591
Further information regarding these proposals is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 2, 2022.
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 thereunto duly authorized.
ARLINGTON ASSET INVESTMENT CORP.
Date:
June 17, 2022
By:
/s/ D. Scott Parish
Senior Vice President, Chief Administrative Office and Corporate Secretary
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Other recent filings from the company include the following:
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