Submission of Matters to a Vote of Security


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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