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Actionable news in ARR: ARMOUR RESIDENTIAL REIT Inc,

Other definitive proxy statements

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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS ON JUNE 3, 2016 1
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS 2
ADMISSION TO THE 2016 ANNUAL MEETING 3
PROXY STATEMENT 4
PROPOSAL 1 - ELECTION OF DIRECTORS 7
THE BOARD OF DIRECTORS, ITS COMMITTEES AND OTHER CORPORATE GOVERNANCE INFORMATION 12
ARMOUR’S EXECUTIVE OFFICERS 19
EXECUTIVE OFFICER COMPENSATION 20
COMPENSATION COMMITTEE REPORT 28
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 29
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 31
PROPOSAL 2- RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTANTS 37
AUDIT COMMITTEE REPORT 39
PROPOSAL 3 - ADVISORY (NON-BINDING) VOTE APPROVING ARMOUR'S 2015 EXECUTIVE COMPENSATION 40
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 41
STOCKHOLDER PROPOSAL DEADLIN E 41
OTHER MATTERS 41
If your shares are held in a bank or brokerage account, contact your bank or broker to obtain a written legal proxy in order to vote your shares at the meeting. If you do not obtain a legal proxy from your bank or broker, you will not be entitled to vote your shares, but you can still attend the annual meeting if you bring a recent bank or brokerage statement showing that you owned common stock on April 13, 2016 .
If your shares are registered in your name and if you received your proxy materials by mail and voted by completing your proxy card or voted by telephone or Internet and indicated that you plan to attend the meeting, an admission ticket will be held for you at the check-in area at the annual meeting.
If your ARMOUR shares are held in a bank or brokerage account, contact your bank or broker to obtain a written legal proxy in order to vote your shares at the meeting. If you do not obtain a legal proxy from your bank or broker, you will not be entitled to vote your shares, but you can still attend the annual meeting if you bring a recent bank or brokerage statement showing that you owned our common stock on April 13, 2016 . You should report to the check-in area for admission to the annual meeting.
Director Nominees Age Director Since Current Positions
Scott J. Ulm 57 2009 Co-Chief Executive Officer, Co-Vice Chairman, Chief Investment Officer and Head of Risk Management
Jeffrey J. Zimmer 58 2009 Co-Chief Executive Officer, Co-Vice Chairman and President
Daniel C. Staton 63 2009 Non-Executive Chairman
Marc H. Bell 48 2009 Director
Carolyn Downey 66 2013 Independent Director
Thomas K. Guba 65 2009 Lead Independent Director
Robert C. Hain 63 2009 Independent Director
John P. Hollihan, III 66 2009 Independent Director
Stewart J. Paperin 68 2009 Independent Director
advising the Chairman as to the quality, quantity and timeliness of the information submitted by the Company’s management that is necessary or appropriate for the independent directors to effectively and responsibly perform their duties;
assisting the Board of Directors and the Nominating and Corporate Governance Committee in better ensuring compliance with and implementation of our Corporate Governance Guidelines; and
Name Fees Earned or Paid in Cash Fees Earned or Paid in Stock (1) Total
Daniel C. Staton $ 101,000
$ 66,000
$ 167,000
Marc H. Bell $ 99,000
$ 33,000
$ 132,000
Carolyn Downey $ 66,000
$ 66,000
$ 132,000
Thomas K. Guba $ 101,000
$ 66,000
$ 167,000
Robert C. Hain $ 130,600
$ 26,400
$ 157,000
John P. Hollihan, III $ 117,400
$ 39,600
$ 157,000
Stewart J. Paperin $ 101,000
$ 66,000
$ 167,000
Name Age Position
Scott J. Ulm 57 Co-Chief Executive Officer, Co-Vice Chairman, Chief Investment Officer and Head of Risk Management
Jeffrey J. Zimmer 58 Co-Chief Executive Officer, Co-Vice Chairman and President
James R. Mountain 56 Chief Financial Officer, Treasurer and Secretary
Mark R. Gruber 40 Chief Operating Officer and Head of Portfolio Management
Plan Category Number of Securities to be Issued upon the Vesting of Stock Awards Weighted-Average Price of Restricted Stock Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans
Equity Compensation Plans Approved by Stockholders (1) 265,777
$ 52.08
1,609,223
Equity Compensation Plans Not Approved by Stockholders


Total 265,777
$ 52.08
1,609,223
Name and Principal Positions Year Stock Awards (1) All Other Compensation (2) Total
Scott J. Ulm
Co-Chief Executive Officer, Chief Investment Officer, Head of Risk Management and Co-Vice Chairman
2015 $0 $183,448 $183,448
2014 $0 $334,340 $334,340
2013 $3,593,915 $602,654 $4,196,569
Jeffrey J. Zimmer
Co-Chief Executive Officer, Co-Vice Chairman and President
2015 $0 $183,448 $183,448
2014 $0 $334,340 $334,340
2013 $3,593,915 $602,654 $4,196,569
James R. Mountain
Chief Financial Officer, Treasurer and Secretary
2015 $0 $21,073 $21,073
2014 $0 $35,978 $35,978
2013 $560,747 $62,526 $623,273
Mark Gruber (3) Chief Operating Officer and Head of Portfolio Management 2015 $0 $22,580 $22,580
2014 $0 $40,837 $40,837
2013 $458,796 $73,298 $532,094
Name Date of Grant Stock Awards: Number of Shares Weighted Average Grant Date Fair Value of Stock Awards
Scott J. Ulm
0
$ 0
Jeffrey J. Zimmer
0
$ 0
James R. Mountain
0
$ 0
Mark Gruber
0
$ 0
Stock Awards
Name Number of Shares or Units of Stock that Have Not Vested (1) Market Value of Shares or Units of Stock That Have Not Vested (2)
Scott J. Ulm 33,227 $723,020
Jeffrey J. Zimmer 33,227 $723,020
James R. Mountain 4,129 $89,847
Mark R. Gruber 4,130 $89,869
Stock Awards
Name Number of Shares Acquired on Vesting Value Realized on Vesting (1)
Scott J. Ulm 22,412 $502,277
Jeffrey J. Zimmer 22,412 $502,277
James R. Mountain 2,064 $46,296
Mark R. Gruber 2,688 $60,280
Name Value of Vesting Stock Awards (1)
Scott J. Ulm $ 723,020
Jeffrey J. Zimmer $ 723,020
James R. Mountain $ 89,847
Mark R. Gruber $ 89,869
Name and Address of Beneficial Owner (1) Amount and Nature of Beneficial Ownership (2) Approximate Percentage of Outstanding Common Stock
Officers and Directors
Scott J. Ulm 48,032
*
Jeffrey J. Zimmer 37,946
*
James R. Mountain 7,966
*
Mark R. Gruber 7,481
*
Daniel C. Staton 260,285
(3) *
Marc H. Bell 16,279
*
Carolyn Downey 7,506
*
Thomas K. Guba 33,350
*
Robert C. Hain 3,963
(4) *
John P. Hollihan, III 9,953
*
Stewart J. Paperin 8,976
(5) *
All directors and executive officers as a group
(11 individuals)
441,737
1.20%
5% Holders
BlackRock, Inc. 3,054,510
(6) 8.32%
The Vanguard Group Inc. 2,778,757
(7) 7.57%
Year Ended December 31, 2015 Year Ended December 31, 2014
Audit Fees $ 730,000
$ 600,000
Audit-Related Fees 35,000
30,000
Tax Fees 24,440
57,640
All Other Fees

Total $ 789,440
$ 687,640
ARMOUR RESIDENTIAL REIT, INC. Your phone or Internet vote authorizes the named proxies to vote your shares int he same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet or by telephone must be received by 7:00 p.m., Eastern Time, on June 2, 2016.
: INTERNET/MOBILE -
www.cstproxyvote.com
Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares.
( PHONE - 1-(866) 894-0537
Use a touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares.
PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY OR BY PHONE. * MAIL - Mark, sign and date your proxy card and return it in the postage-paid envelope provided.
PROXY Please mark your votes like this x
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSALS 1, 2 AND 3
FOR AGAINST ABSTAIN
Proposa1 1 - To elect nine (9) directors to ARMOUR’s Board of Directors as listed below to serve until ARMOUR's 2017 annual meeting of stockholders and until his or her successor is duly elected and qualified. FOR All Nominees o WITHHELD As to All Nominees o Proposal 3 - Advisory approval of ARMOUR’s 2015 executive compensation. o o o
NOMINEES: 01 Scott J. Ulm 06 Thomas K. Guba 02 Jeffrey J. Zimmer 07 Robert C. Hain 03 Daniel C. Staton 08 John P. Hollihan, III 04 Marc H. Bell 09 Stewart J. Paperin 05 Carolyn Downey
(Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee's name in the list above) o Please check the box if you plan on attending the Annual Meeting.
IN THEIR DISCRETION THE PROXIES ARE AUTHORIZED AND EMPOWERED TO BOTE UPON OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OF STOCKHOLDERS AND ALL CONTINUATIONS, ADJOURNMENTS OR POSTPONEMENTS THEREOF.
FOR AGAINST ABSTAIN
Proposal 2 - To ratify the appointment of Deloitte & Touche LLP as ARMOUR’s independent registered certified public accountants for the fiscal year 2016. o o o
COMPANY ID:
PROXY NUMBER:
ACCOUNT NUMBER:

The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Other recent filings from the company include the following:

Armour Residential Reit, Inc. Company Update April 20, 2016 - April 20, 2016
Additional definitive proxy soliciting materials and Rule 14(a)(12) material - April 20, 2016
Armour Residential: Armour Completes $85.2 Million Cash Acquisition Of Javelin - April 6, 2016
Armour Residential R's Co-CEO and President just picked up 2,497 shares - April 5, 2016