0001428205false00014282052024-05-312024-05-310001428205us-gaap:SeriesCPreferredStockMember2024-05-312024-05-310001428205us-gaap:CommonStockMember2024-05-312024-05-31

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 31, 2024

ARMOUR Residential REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Maryland001-3476626-1908763
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(I.R.S. Employer Identification No.)
3001 Ocean Drive, Suite 201 
Vero Beach,Florida32963
(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):
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading symbolsName of Exchange on which registered
Preferred Stock, 7.00% Series C Cumulative RedeemableARR-PRCNew York Stock Exchange
Common Stock, $0.001 par valueARRNew York Stock Exchange
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 held its Annual Meeting at 8:00 a.m. (EDT) on May 31, 2024, for the purpose of: (i) electing eight (8) directors to ARMOUR’s Board of Directors until its 2025 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 2024; and (iii) approving, by a non-binding advisory vote, ARMOUR’s 2023 executive compensation. As of the record date of April 11, 2024, there were a total of 48,751,806 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 31,938,368 shares of Common Stock, or approximately 65.51% 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 2025 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 2025 and until his or her successor is duly elected and qualified. The voting results for each nominee were as follows.

NomineeForAgainstAbstainBroker Non-Votes
Scott J. Ulm17,545,3151,281,813226,70412,884,536
Daniel C. Staton16,334,4272,488,936230,46912,884,536
Marc H. Bell15,831,8012,995,685226,34612,884,536
Z. Jamie Behar15,334,3193,498,694220,81912,884,536
Carolyn Downey15,242,5103,594,988216,33412,884,536
Robert C. Hain17,485,3511,342,190226,29112,884,536
John P. Hollihan, III16,829,5962,000,607223,62912,884,536
Stewart J. Paperin17,370,6121,456,063227,15712,884,536


Proposal 2 — To ratify the appointment of Deloitte & Touche LLP as ARMOUR’s independent registered certified public accountants for fiscal year 2024.

Stockholders voted to ratify the appointment of Deloitte as ARMOUR’s independent registered certified public accountants for the fiscal year ending December 31, 2024. The proposal received the following final voting results:

ForAgainstAbstain
30,614,600848,187475,581


Proposal 3 — To approve, by a non-binding advisory vote, ARMOUR’s 2023 executive compensation.

Stockholders voted to approve, by a non-binding advisory vote, ARMOUR’s 2023 executive compensation. The proposal received the following final voting results:

ForAgainstAbstainBroker Non-Votes
16,022,5042,581,299450,02912,884,536




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 31, 2024

ARMOUR RESIDENTIAL REIT, INC.
By: /s/ Gordon M. Harper
Name: Gordon M. Harper
Title: Chief Financial Officer




v3.24.1.1.u2
Cover Document
May 31, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date May 31, 2024
Entity Registrant Name ARMOUR Residential REIT, Inc.
Entity Incorporation, State or Country Code MD
Entity File Number 001-34766
Entity Tax Identification Number 26-1908763
Entity Address, Address Line One 3001 Ocean Drive, Suite 201
Entity Address, City or Town Vero Beach,
Entity Address, State or Province FL
Entity Address, Postal Zip Code 32963
City Area Code 772
Local Phone Number 617-4340
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001428205
Amendment Flag false
Series C Preferred Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security Preferred Stock, 7.00% Series C Cumulative Redeemable
Trading Symbol ARR-PRC
Security Exchange Name NYSE
Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol ARR
Security Exchange Name NYSE
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