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ARR > SEC Filings for ARR > Form 8-K on 31-May-2012All Recent SEC Filings

Show all filings for ARMOUR RESIDENTIAL REIT, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ARMOUR RESIDENTIAL REIT, INC.


31-May-2012

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

ARMOUR Residential REIT, Inc. ("ARMOUR") held its 2012 Annual Meeting of Stockholders at 8:00 a.m. (EDT) on May 30, 2012, for the purpose of: (i) electing nine directors; (ii) ratifying the appointment of Deloitte & Touche LLP ("Deloitte") as ARMOUR's independent registered public accounting firm for fiscal year 2012; (iii) approving, by non-binding vote, ARMOUR's 2011 executive compensation; and (iv) approving, by a non-binding vote, the frequency of future stockholder advisory votes relating to ARMOUR's executive compensation. For more information on the proposals described below, please refer to ARMOUR's proxy statement dated April 20, 2012. As of the record date of April 19, 2012, there were a total of 177,673,337 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 143,821,159 shares of common stock, or approximately 81% 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 - Election of Directors.


The nine nominees proposed by ARMOUR's Board of Directors were elected to serve
as a director until our Annual Meeting of Stockholders to be held in 2013 or
until their successors are duly elected and qualified. The voting results for
each nominee were as follows:


                   Nominee           For     Withheld  Broker Non-Votes

            Scott J. Ulm          50,215,750 2,198,077    91,407,332
            Jeffrey J. Zimmer     48,443,201 3,970,626    91,407,332
            Daniel C. Staton      47,621,616 4,792,211    91,407,332
            Marc H. Bell          47,708,842 4,704,985    91,407,332
            Thomas K. Guba        49,776,806 2,637,021    91,407,332
            John P. Hollihan, III 49,807,666 2,606,161    91,407,332
            Stewart J. Paperin    49,836,946 2,576,881    91,407,332
            Jordan Zimmerman      50,067,103 2,346,724    91,407,332
            Robert C. Hain        48,622,255 3,791,572    91,407,332

Proposal 2 - Ratification of the appointment of Deloitte & Touche LLP as ARMOUR's independent registered certified public accountants for fiscal year 2012.

Stockholders ratified the appointment of Deloitte as ARMOUR's independent registered public accountants for the fiscal year ending December 31, 2012. The proposal received the following final voting results:

For Against Abstain 140,616,176 1,910,804 1,294,179

Proposal 3 - Approval, by non-binding vote, of ARMOUR's 2011 executive compensation.

Stockholders approved, by non-binding vote, ARMOUR's 2011 executive compensation. The proposal received the following final voting results:

For Against Abstain Broker Non-Votes 45,679,039 5,435,386 1,299,402 91,407,332

Proposal 4 - Approval, by non-binding vote, of the frequency of future stockholder advisory votes related to ARMOUR's executive compensation.

Stockholders approved, by non-binding vote, a frequency of every 3 years of future stockholder advisory votes related to ARMOUR's executive compensation. The proposal received the following final voting results:

1 Year 2 Years 3 Years Abstain Broker Non-Votes 24,199,979 1,671,611 25,299,282 1,242,955 91,407,332


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