Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 7, 2013, at a regular meeting of the Board of Directors (the "Board") of American Capital Mortgage Investment Corp. (the "Company"), the Board increased the number of directors who constitute the Board from seven to nine. In addition, the Board appointed Prue B. Larocca and Samuel A. Flax to the Board to fill the vacancies created by such increase, effective February 7, 2013. Each of Ms. Larocca and Mr. Flax will serve on the Board until the Company's next annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. At this time, neither of Ms. Larocca or Mr. Flax has been appointed to serve on any particular committee of the Board. In connection with Ms. Larocca's appointment to the Board, the Company granted Ms. Larocca 1,500 shares of the Company's restricted common stock, which vest ratably over a three-year period, subject to Ms. Larocca's continued service on the Board. Such grant was made pursuant to the terms of the American Capital Mortgage Investment Corp. Equity Incentive Plan for Independent Directors and a Restricted Stock Agreement entered into between the Company and Ms. Larocca.
Ms. Larocca retired in 2011 from Royal Bank of Scotland (RBS), where from 1997 until her retirement, she was a Managing Director in the firm's Mortgage Backed and Asset Backed Finance Group. She is a member of the board of the Housing Preservation Foundation and previously served two terms on the board of the American Securitization Trade Association. Prior to joining RBS, Ms. Larocca was a Senior Vice President at Lehman Brothers in the mortgage finance business, managed the consumer and single family securitization business for the Resolution Trust Corporation, practiced law with the firms of Milbank, Tweed, Hadley and McCloy as well as Kutak Rock. She is a graduate of the Georgetown University Law Center and Indiana University. Ms. Larocca is also a member of the Board of Directors of American Capital Agency Corp.
Mr. Flax is the Executive Vice President and Secretary of American Capital Mortgage Investment Corp. He is also the Executive Vice President and Secretary of American Capital Agency Corp. and a member of its board of directors and Executive Vice President, General Counsel, Chief Compliance Officer and Secretary of American Capital, Ltd.

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