DESCRIPTION OF EQUITY SECURITIES
Our charter provides that the
total number of shares of stock of all classes which we have the authority to issue is three billion (3,000,000,000) shares of capital stock, $0.01 par value per share. These shares of capital stock consist of 2,936,500,000 shares of common stock,
$0.01 par value per share, 28,800,000 shares of 6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share (Series F
Preferred Stock), 17,000,000 shares of 6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share (Series G
Preferred Stock) and 17,700,000 shares of 6.75% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share (Series
I Preferred Stock).
Our Board may classify and reclassify any unissued shares of capital stock by setting or changing in any one or
more respects the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications or terms or conditions of redemption of such shares of stock. As of December 31, 2021,
we had 1,459,736,258 shares of common stock outstanding. In addition, as of December 31, 2021, we had 28,800,000 shares of Series F Preferred Stock outstanding, 17,000,000 shares of Series G Preferred Stock outstanding and 17,700,000 shares of
Series I Preferred Stock outstanding.
All shares of common stock offered hereby will be duly authorized, fully paid and nonassessable.
Our Board, with the approval of a majority of the entire board and without any action on the part of our stockholders, may amend our charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of
stock of any class or series that we have authority to issue. Under Maryland law, our stockholders generally are not personally liable for our debts and obligations solely as a result of their status as stockholders.
Subject to our charter
restrictions on ownership and transfer of our stock and the terms of any other class or series of our stock, each outstanding share of our common stock entitles the holder thereof to one vote on all matters submitted to a vote of stockholders,
including the election of directors. Cumulative voting in the election of directors is not permitted. Each nominee for director shall be elected by a majority of the votes cast. A majority of the votes cast means the affirmative vote of a majority
of the total votes cast for and against such nominee. Notwithstanding the foregoing, a nominee for director shall be elected by a plurality of the votes cast if the number of nominees exceeds the number of directors to be
elected. If an incumbent director fails to receive the required vote for re-election, under our current bylaws our Board is required to publicly disclose whether it has requested and accepted the
resignation of such director and, if applicable, its decision regarding any tendered resignation and its rationale.
Our bylaws provide
that annual meetings of our stockholders will be held each calendar year on the date and at the time and place set by our Board, and special meetings may be called by our Board, the Chairman of our Board or our Chief Executive Officer. Additionally,
our Secretary is required to call a meeting of stockholders upon the written request of stockholders entitled to cast not less than a majority of the votes that all stockholders are entitled to cast at the meeting. Our charter may be amended in
accordance with its terms and Maryland law.
Dividends; Liquidation; Other Rights
Common stockholders are entitled to receive dividends if and when authorized by our Board and declared by us out of legally available funds.
The right of common stockholders to receive dividends is subordinate to the rights of preferred stockholders or other senior stockholders. If we liquidate, dissolve or wind-up, our common stockholders will
share ratably in all of our assets remaining after the payment of all of our liabilities and the