AGNC 8-K AM Results (4-22-14)


 
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): April 25, 2014 (April 22, 2014)
__________________________________________________
AMERICAN CAPITAL AGENCY CORP.
(Exact name of registrant as specified in its charter)
__________________________________________________
Delaware
001-34057
26-1701984
(State or Other Jurisdiction of
Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
2 Bethesda Metro Center, 14th Floor
Bethesda, Maryland 20814
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(301) 968-9300

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: 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
 
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.

On April 22, 2014, American Capital Agency Corp. (the “Company”) held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”), at the Hyatt Regency Bethesda, 7400 Wisconsin Avenue, Bethesda, Maryland 20814, at 11:00 a.m. (ET). The record date for the Annual Meeting was February 27, 2014. As of the record date, a total of 354,231,712 shares of the Company's common stock, par value $0.01 per share (“Common Stock”), were entitled to vote at the Annual Meeting. There were 299,813,664 shares of Common Stock present in person or by proxy at the Annual Meeting. Set forth below are the matters acted upon by the common stockholders, and the final voting results of each such proposal.

1.    Election of Directors. The Company's common stockholders voted to elect nine (9) Director Nominees to hold office for a term of one (1) year and until his or her successor is duly elected and qualified.

Nominee
 
                   For

 
Against

 
Abstain

 
Non Votes

Malon Wilkus
 
161,183,190

 
12,637,509

 
1,274,623

 
124,718,341

John R. Erickson
 
150,484,521

 
23,427,384

 
1,183,417

 
124,718,341

Samuel A. Flax
 
161,329,953

 
12,980,406

 
784,964

 
124,718,341

Alvin N. Puryear
 
161,151,758

 
13,138,654

 
804,910

 
124,718,341

Robert M. Couch
 
169,594,778

 
4,707,368

 
793,177

 
124,718,341

Morris A. Davis
 
169,618,218

 
4,706,038

 
771,066

 
124,718,341

Randy E. Dobbs
 
169,162,597

 
5,129,321

 
803,405

 
124,718,341

Larry K. Harvey
 
171,261,828

 
3,034,967

 
798,527

 
124,718,341

Prue B. Larocca
 
169,564,671

 
4,748,782

 
781,870

 
124,718,341


2.    Ratification of appointment of Ernst & Young LLP. The Company's common stockholders voted to ratify the appointment of Ernst & Young LLP as the Company's independent public accountant for the year ending December 31, 2014.

    
For
Against
Abstain
294,761,331
2,556,891
2,495,442








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.

 
 
AMERICAN CAPITAL AGENCY CORP.
 
 
 
Dated: April 25, 2014
By:
 /s/ Samuel A. Flax
 
 
Samuel A. Flax
 
 
Executive Vice President and Secretary