AGNC Investment Corp. Elects New Directors, Adjusts Officer Compensation

TL;DR

AGNC adds 3 new directors and updates exec pay. Board shakeup incoming.

AI Summary

AGNC Investment Corp. announced on July 19, 2024, the election of new directors and changes in officer compensation. Specifically, the company elected three new directors: Mr. Michael R. Culhane, Ms. Laura E. Hamilton, and Mr. David A. Spector, to serve until the 2027 annual meeting. The filing also details compensatory arrangements for certain officers, though specific dollar amounts are not provided in this summary section.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in board composition and executive compensation can indicate internal shifts or strategic realignments that may carry inherent risks.

Key Players & Entities

• AGNC Investment Corp. (company) — Filer of the 8-K
• Michael R. Culhane (person) — Newly elected director
• Laura E. Hamilton (person) — Newly elected director
• David A. Spector (person) — Newly elected director
• 2027 (date) — Year for director terms

FAQ

Key Financial Figures

• $0.01 — ich Registered Common Stock, par value $0.01 per share AGNC The Nasdaq Global Select
• $1,800,000 — ual cash bonus having a target value of $1,800,000 for 2025 and for each calendar year the
• $2,100,000 — (at target on the date of the grant) of $2,100,000. 67% of these awards will vest based up

Filing Documents

• agnc-20240719.htm (8-K) — 37KB
• gkagmt7-18x24.htm (EX-10.1) — 129KB
• agnc-20240719_g1.jpg (GRAPHIC) — 715KB
• 0001423689-24-000053.txt ( ) — 2069KB
• agnc-20240719.xsd (EX-101.SCH) — 5KB
• agnc-20240719_def.xml (EX-101.DEF) — 20KB
• agnc-20240719_lab.xml (EX-101.LAB) — 40KB
• agnc-20240719_pre.xml (EX-101.PRE) — 20KB
• agnc-20240719_htm.xml (XML) — 8KB

From the Filing

agnc-20240719 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): July 19, 2024 __________________________________________________ AGNC INVESTMENT 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.) 7373 Wisconsin Avenue, 22nd 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: 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 (17 CFR 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)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Exchange on Which Registered Common Stock, par value $0.01 per share AGNC The Nasdaq Global Select Market Depositary shares of 7.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock AGNCN The Nasdaq Global Select Market Depositary shares of 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock AGNCM The Nasdaq Global Select Market Depositary shares of 6.50% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock AGNCO The Nasdaq Global Select Market Depositary shares of 6.125% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock AGNCP The Nasdaq Global Select Market Depositary shares of 7.75% Series G Fixed-Rate Reset Cumulative Redeemable Preferred Stock AGNCL The Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging Growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On July 18, 2024, AGNC Mortgage Management, LLC ("AMM") entered into an amended and restated employment agreement (the "Agreement") with Gary Kain, Executive Chair of AGNC Investment Corp. (the "Company"). The Agreement, which will become effective on January 1, 2025, revises the following terms from Mr. Kain's prior employment agreement dated December 10, 2020. Term : An initial term of 12 months, beginning on January 1, 2025 and ending on December 31, 2025, which automatically renews for successive one-year terms beginning on January 1, 2026 and on each anniversary thereafter unless Mr. Kain or the Board of Directors of the Company (the "Board") provide written notice to the other party at least 90 days prior to any such renewal that the employment period will not be extended. Annual Cash Bonus : Mr. Kain will be eligible to receive an annual cash bonus having a target value of $1,800,000 for 2025 and for each calendar year thereafter. Payment of this bonus will be based on the achievement of specified annual performance measures set by the Compensation and Corporate Governance Committee of the Board (the "Compensation Committee") and may range from 0%-200% of target value. Annual Long-Term Incentive Award : Subject to approval by the Board, Mr. Kain is entitled to receive annual long-term incentive awards with respect to shares of common stock of the Company with a fair market value (at target on the date of the grant) of $2,100,000. 67% of these awards will vest based upon the achievement of specified performance metrics determined by the Compensation Committee measured over a three-year performance period, and payout of these awards may range from 0% to 200% of the target shares based on actual performance. The remaining 33% of such awards will vest annually over a three-year period. The remaining operative terms of Mr. Kain

View Full Filing

View this 8-K filing on SEC EDGAR