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ARR > SEC Filings for ARR > Form 8-K on 1-Dec-2011All Recent SEC Filings

Show all filings for ARMOUR RESIDENTIAL REIT, INC.

Form 8-K for ARMOUR RESIDENTIAL REIT, INC.


1-Dec-2011

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Su


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 1, 2011, the stockholders of ARMOUR Residential REIT, Inc. ("ARMOUR" or the "Company") approved an amendment to the Company's charter to broaden ARMOUR's investment asset class in response to potential changes in residential mortgage-backed securities issued or guaranteed by U.S. Government-chartered entities (collectively, "Agency Securities"). Accordingly, on December 1, 2011, the Company filed an amendment to its charter to include non Agency as well as Agency Securities in its investment asset class.

A copy of the Articles of Amendment to the Company's charter, which amendment was filed with the State of Maryland on December 1, 2011, is filed as Exhibit 3.1 to this Current Report on Form 8-K.



Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 1, 2011, ARMOUR held a Special Meeting of its Stockholders at 12:30
p.m. (EST) for the purpose of approving an amendment to the Company's charter to broaden the Company's investment asset class in response to potential changes in Agency Securities. For more information on the proposal described below, refer to ARMOUR's proxy statement dated August 22, 2011. As of August 18, 2011, the record date for the Special Meeting, there were a total of 76,988,343 shares of common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 42,777,489 shares of common stock, or approximately 56% were represented in person or by proxy; therefore, a quorum was present.

Proposal 1 - Approval of an Amendment to ARMOUR's Charter to Broaden its Investment Asset Class in Response to Potential Changes in Residential Mortgage-Backed Securities Issued or Guaranteed by Government-Chartered Entities.

Stockholders approved an amendment to ARMOUR's charter to broaden the Company's investment asset class to include non Agency as well as Agency Securities in its investment asset class. The proposal received the following final voting results: 40,233,971 for, 1,936,689 against, and 606,829 abstentions.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.     Description
3.1             Articles of Amendment to the charter of ARMOUR Residential REIT, Inc.


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