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Actionable news in AGNC: American Capital Agency Corp.,

Submission of Matters to a Vote of Security

On April 19, 2016, American Capital Agency Corp. (the Company) held its 2016 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 25, 2016. As of the record date, a total of 332,453,081 shares of the Companys common stock, par value $0.01 per share (Common Stock), were entitled to vote at the Annual Meeting. There were 273,759,600 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 Companys common stockholders voted to elect eight (8) of the nine (9) Director Nom inees to hold office for a term of one (1) year and until his or her successor is duly elected and qualified in this Proposal 1. The Companys common stockholders voted to elect the other Director Nominee: Gary Kain to hold office for a term of one (1) year and until his successor is duly elected and qualified in Proposal 5 below.

Nominee

For

Against

Abstain

Non Votes

Uncast

John R. Erickson

158,268,846

21,784,449

902,292

92,803,873

139

Samuel A. Flax

168,377,534

11,639,675

938,378

92,803,873

139

Alvin N. Puryear

167,561,626

12,448,942

945,020

92,803,872

139

Robert M. Couch

176,678,308

3,314,146

963,134

92,803,872

139

Morris A. Davis

173,976,098

6,020,086

959,402

92,803,872

141

Randy E. Dobbs

123,800,768

56,206,911

947,908

92,803,872

139

Larry K. Harvey

176,573,586

3,429,612

952,390

92,803,872

139

Prue B. Larocca

173,810,986

6,173,250

971,352

92,803,872

139

2.Approval of an amendment to the American Capital Agency Corp. Equity Incentive Plan for Independent Directors (the Amendment to Equity Incentive Plan). The Companys common stockholders voted to approve the Amendment to Equity Incentive Plan.

For

Against

Abstain

Non Votes

Uncast

166,201,105

13,440,325

1,314,157

92,803,873

139

3.Approval of an amendment to the Companys Amended and Restated Certificate of Incorporation to provide that stockholders may remove any director from office, with or without cause (the Amendment to Certificate of Incorporation). The Companys common stockholders voted to approve the Amendment to Certificate of Incorporation.

For

Against

Abstain

Non Votes

Uncast

268,058,252

3,906,668

1,794,540

139

4.Ratification of appointment of Ernst & Young LLP. The Companys common stockholders voted to ratify the appointment of Ernst & Young LLP as the Companys independent public accountant for the year ending December 31, 2016.

For

Against

Abstain

Non Votes

Uncast

268,982,018

3,151,792

1,625,650

139

5.Election of Director. The Companys common stockholders voted to elect another Director Nominee, Gary Kain to hold office for a term of one (1) year and until his successor is duly elected and qualified.

For

Against

Abstain

Non Votes

Uncast

170,305,907

3,991,091

872,208

98,590,254

139

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.

By:

/s/ Samuel A. Flax

Samuel A. Flax

Executive Vice President and Secretary

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Other recent filings from the company include the following:

American Capital Agency Corp. director just picked up 6,603 shares - April 21, 2016
American Capital Agency Corp. director just picked up 6,603 shares - April 21, 2016
American Capital Agency Corp. director just picked up 6,603 shares - April 21, 2016
American Capital Agency Corp. director just picked up 6,603 shares - April 21, 2016