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Section 1: 8-K

ARMOUR 8-K



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) May 30, 2012


ARMOUR Residential REIT, Inc.

 (Exact Name of Registrant as Specified in Its Charter)


Maryland

001-33736

26-1908763

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)


3001 Ocean Drive, Suite 201

Vero Beach, Florida

32963

(Address of Principal Executive Offices)

(Zip Code)


(772) 617-4340

 (Registrant’s Telephone Number, Including Area Code)


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 (see General Instruction A.2. below):


[_]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

[_]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_]

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


ARMOUR Residential REIT, Inc. (“ARMOUR”) held its 2012 Annual Meeting of Stockholders at 8:00 a.m. (EDT) on May 30, 2012, for the purpose of: (i) electing nine directors; (ii) ratifying the appointment of Deloitte & Touche LLP ("Deloitte") as ARMOUR's independent registered public accounting firm for fiscal year 2012; (iii) approving, by non-binding vote, ARMOUR's 2011 executive compensation; and (iv) approving, by a non-binding vote, the frequency of future stockholder advisory votes relating to ARMOUR's executive compensation. For more information on the proposals described below, please refer to ARMOUR's proxy statement dated April 20, 2012.  As of the record date of April 19, 2012, there were a total of 177,673,337 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 143,821,159 shares of common stock, or approximately 81% of the shares outstanding and entitled to vote at the Annual Meeting, were represented in person or by proxy; therefore a quorum was present.

 

Proposal 1 — Election of Directors.


The nine nominees proposed by ARMOUR's Board of Directors were elected to serve as a director until our Annual Meeting of Stockholders to be held in 2013 or until their successors are duly elected and qualified. The voting results for each nominee were as follows:


Nominee

For

Withheld

Broker Non-Votes

 

 

 

 

Scott J. Ulm

50,215,750

2,198,077

91,407,332

Jeffrey J. Zimmer

48,443,201

3,970,626

91,407,332

Daniel C. Staton

47,621,616

4,792,211

91,407,332

Marc H. Bell

47,708,842

4,704,985

91,407,332

Thomas K. Guba

49,776,806

2,637,021

91,407,332

John P. Hollihan, III

49,807,666

2,606,161

91,407,332

Stewart J. Paperin

49,836,946

2,576,881

91,407,332

Jordan Zimmerman

50,067,103

2,346,724

91,407,332

Robert C. Hain

48,622,255

3,791,572

91,407,332


Proposal 2 — Ratification of the appointment of Deloitte & Touche LLP as ARMOUR's independent registered certified public accountants for fiscal year 2012.


Stockholders ratified the appointment of Deloitte as ARMOUR's independent registered public accountants for the fiscal year ending December 31, 2012. The proposal received the following final voting results:


For

Against

Abstain

140,616,176

1,910,804

1,294,179


Proposal 3 — Approval, by non-binding vote, of ARMOUR's 2011 executive compensation.


Stockholders approved, by non-binding vote, ARMOUR's 2011 executive compensation. The proposal received the following final voting results:


For

Against

Abstain

Broker Non-Votes

45,679,039

5,435,386

1,299,402

91,407,332

 

Proposal 4 — Approval, by non-binding vote, of  the frequency of future stockholder advisory votes related to ARMOUR's executive compensation.


Stockholders approved, by non-binding vote,  a frequency of every 3 years of future stockholder advisory votes related to ARMOUR's executive compensation. The proposal received the following final voting results:


1 Year

2 Years

3 Years

Abstain

Broker Non-Votes

24,199,979

1,671,611

25,299,282

1,242,955

91,407,332





SIGNATURES


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.


Dated: May 30, 2012


ARMOUR RESIDENTIAL REIT, INC.


By: /s/ Jeffrey J. Zimmer                           

Name: Jeffrey J. Zimmer

Title: Co-Chief Executive Officer, Co-Vice Chairman, President and Chief Financial Officer


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