AGNC 8-K AM Results (4-21-15)


 
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): April 24, 2015 (April 21, 2015)
__________________________________________________
AMERICAN CAPITAL AGENCY CORP.
(Exact name of registrant as specified in its charter)
__________________________________________________
Delaware
001-34057
26-1701984
(State or Other Jurisdiction of
Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
2 Bethesda Metro Center, 14th Floor
Bethesda, Maryland 20814
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(301) 968-9300

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: 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 




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

On April 21, 2015, American Capital Agency Corp. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”), at the Hyatt Regency Bethesda, 7400 Wisconsin Avenue, Bethesda, Maryland 20814, at 11:00 a.m. (ET). The record date for the Annual Meeting was February 26, 2015. As of the record date, a total of 352,788,707 shares of the Company's common stock, par value $0.01 per share (“Common Stock”), were entitled to vote at the Annual Meeting. There were 289,354,903 shares of Common Stock present in person or by proxy at the Annual Meeting. Set forth below are the matters acted upon by the common stockholders, and the final voting results of each such proposal.

1.    Election of Directors. The Company's common stockholders voted to elect nine (9) Director Nominees to hold office for a term of one (1) year and until his or her successor is duly elected and qualified.

Nominee
 
                   For

 
Against

 
Abstain

 
Non Votes

Malon Wilkus
 
154,843,623

 
11,179,278

 
3,089,217

 
120,242,785

John R. Erickson
 
148,956,056

 
19,242,801

 
913,261

 
120,242,785

Samuel A. Flax
 
155,933,350

 
12,355,334

 
823,434

 
120,242,785

Alvin N. Puryear
 
155,726,477

 
12,552,870

 
832,771

 
120,242,785

Robert M. Couch
 
165,955,374

 
2,358,193

 
798,551

 
120,242,785

Morris A. Davis
 
164,608,384

 
3,685,758

 
817,976

 
120,242,785

Randy E. Dobbs
 
162,402,185

 
5,896,853

 
813,080

 
120,242,785

Larry K. Harvey
 
165,982,819

 
2,313,240

 
816,059

 
120,242,785

Prue B. Larocca
 
164,613,764

 
3,686,647

 
811,707

 
120,242,785


2.    Ratification of appointment of Ernst & Young LLP. The Company's common stockholders voted to ratify the appointment of Ernst & Young LLP as the Company's independent public accountant for the year ending December 31, 2015.

    
For
Against
Abstain
284,990,302
2,672,978
1,691,623








SIGNATURE

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.

 
 
AMERICAN CAPITAL AGENCY CORP.
 
 
 
Dated: April 24, 2015
By:
 /s/ Samuel A. Flax
 
 
Samuel A. Flax
 
 
Executive Vice President and Secretary