Item 5.07. Submission of Matters to a Vote of Security Holders.
OnApril 21, 2022 ,AGNC Investment Corp. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). The record date for the Annual Meeting wasFebruary 25, 2022 . As of the record date, a total of 522,740,325 shares of the Company's common stock, par value$0.01 ("Common Stock"), were entitled to vote at the Annual Meeting. There were 377,397,816 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 Donna J. Blank 232,816,943 3,883,585 1,841,594 138,855,694 Morris A. Davis 219,848,996 16,813,411 1,879,715 138,855,694 Peter J. Federico 233,046,165 3,590,470 1,905,487 138,855,694 John D. Fisk 230,540,433 6,117,950 1,883,739 138,855,694 Andrew A. Johnson, Jr. 233,141,240 3,493,608 1,907,274 138,855,694 Gary D. Kain 227,939,448 8,582,063 2,020,611 138,855,694 Prue B. Larocca 230,003,808 6,645,265 1,893,049 138,855,694 Paul E. Mullings 230,877,273 5,764,070 1,900,779 138,855,694 Frances R. Spark 232,908,349 3,709,076 1,924,697 138,855,694
2. Executive Compensation. The Company's common stockholders voted on an advisory and non-binding basis in favor of approval of the advisory resolution on executive compensation.
For Against Abstain Non Votes 213,840,966 21,258,234 3,442,922 138,855,694
3. Ratification of appointment of
For Against Abstain Non Votes 370,370,771 4,916,177 2,110,868 - 4. Amendments to Certificate of Incorporation. The Company's common stockholders did not approve proposed amendments toAGNC Investment Corp.'s Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to eliminate supermajority voting requirements. Approval of each item required the affirmative vote of the holders of 66% of all shares of the Company's Common Stock entitled to vote at the Annual Meeting.
4A: The Company's stockholders did not approve amendments to remove the supermajority voting standard for certain amendments to our Certificate of Incorporation with the following votes:
For Against Abstain Non Votes 229,878,901 6,258,452 2,404,769 138,855,694
4B: The Company's stockholders did not approve amendments to remove the supermajority voting standard for amendments to our Bylaws with the following votes:
For Against Abstain Non Votes 229,814,264 6,289,179 2,438,679 138,855,694 --------------------------------------------------------------------------------
4C: The Company's stockholders did not approve amendments to remove the supermajority voting standard for removal of directors with the following votes:
For Against Abstain Non Votes 230,692,372 5,749,357 2,100,393 138,855,694 (d) Exhibits. None.
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