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
Daniel E. Berce
David W. Faeder
Melinda H. McClure
Ralph S. Michael, III
Anthony P. Nader, III
J. Rock Tonkel, Jr.
Proposal No. 2 - Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm:
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:
Proposal No. 4 -
Ratification of the Second Amendment to the Company’s Shareholder Rights Agreement:
Proposal No. 5 - Approval of the Shareholder Proposal for the Board to Effectuate the Liquidation of the Company:
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.
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.
June 17, 2022
/s/ D. Scott Parish
Senior Vice President, Chief Administrative Office and Corporate Secretary
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