AGNC Investment Corp. Announces 2024 Annual Meeting of Stockholders

Ticker: AGNCZ · Form: DEF 14A · Filed: Mar 8, 2024 · CIK: 1423689

Agnc Investment Corp. DEF 14A Filing Summary
FieldDetail
CompanyAgnc Investment Corp. (AGNCZ)
Form TypeDEF 14A
Filed DateMar 8, 2024
Risk Levellow
Pages15
Reading Time17 min
Key Dollar Amounts$12.9 billion, $47.20
Sentimentneutral

Sentiment: neutral

Topics: AGNC, Proxy Statement, Annual Meeting, Executive Compensation, Auditor Ratification

TL;DR

<b>AGNC Investment Corp. is holding its 2024 Annual Meeting of Stockholders virtually on April 18, 2024, to elect directors, vote on executive compensation, and ratify auditors.</b>

AI Summary

AGNC Investment Corp. (AGNCZ) filed a Proxy Statement (DEF 14A) with the SEC on March 8, 2024. AGNC Investment Corp. will hold its 2024 Annual Meeting of Stockholders on April 18, 2024, at 9:00 a.m. ET. The meeting will be conducted in a virtual format at www.virtualshareholdermeeting.com/AGNC2024. Key items of business include the election of the Board of Directors, an advisory vote on executive compensation, and ratification of Ernst & Young LLP as independent auditors for 2024. Stockholders of record as of February 23, 2024, are entitled to vote. Questions can be submitted in advance and during the meeting.

Why It Matters

For investors and stakeholders tracking AGNC Investment Corp., this filing contains several important signals. This filing is a proxy statement (DEF 14A) detailing the agenda and logistics for AGNC's annual shareholder meeting, providing crucial information for investors to make informed voting decisions. The meeting's agenda includes the election of directors and an advisory vote on executive compensation, allowing shareholders to directly influence corporate governance and management remuneration.

Risk Assessment

Risk Level: low — AGNC Investment Corp. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain new financial performance data or strategic shifts, indicating a low level of immediate market impact.

Analyst Insight

Shareholders should review the proxy materials to understand the proposals and cast their votes on director elections and executive compensation.

Key Numbers

  • 2024 — Annual Meeting Year (AGNC Investment Corp. 2024 Annual Meeting of Stockholders.)
  • April 18 — Meeting Date (Date of the 2024 Annual Meeting of Stockholders.)
  • 9:00 a.m. ET — Meeting Time (Time of the 2024 Annual Meeting of Stockholders.)
  • December 31, 2024 — Fiscal Year End (Year for which Ernst & Young LLP is proposed to serve as independent public accountant.)
  • February 23, 2024 — Record Date (Date to determine stockholder eligibility to vote.)

Key Players & Entities

  • AGNC Investment Corp. (company) — Registrant and filer of the proxy statement.
  • Ernst & Young LLP (company) — Proposed independent public accountant for the year ending December 31, 2024.
  • April 18, 2024 (date) — Date of the 2024 Annual Meeting of Stockholders.
  • February 23, 2024 (date) — Record date for determining stockholders entitled to vote at the Annual Meeting.

FAQ

When did AGNC Investment Corp. file this DEF 14A?

AGNC Investment Corp. filed this Proxy Statement (DEF 14A) with the SEC on March 8, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by AGNC Investment Corp. (AGNCZ).

Where can I read the original DEF 14A filing from AGNC Investment Corp.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by AGNC Investment Corp..

What are the key takeaways from AGNC Investment Corp.'s DEF 14A?

AGNC Investment Corp. filed this DEF 14A on March 8, 2024. Key takeaways: AGNC Investment Corp. will hold its 2024 Annual Meeting of Stockholders on April 18, 2024, at 9:00 a.m. ET.. The meeting will be conducted in a virtual format at www.virtualshareholdermeeting.com/AGNC2024.. Key items of business include the election of the Board of Directors, an advisory vote on executive compensation, and ratification of Ernst & Young LLP as independent auditors for 2024..

Is AGNC Investment Corp. a risky investment based on this filing?

Based on this DEF 14A, AGNC Investment Corp. presents a relatively low-risk profile. The filing is a routine proxy statement for an annual meeting and does not contain new financial performance data or strategic shifts, indicating a low level of immediate market impact.

What should investors do after reading AGNC Investment Corp.'s DEF 14A?

Shareholders should review the proxy materials to understand the proposals and cast their votes on director elections and executive compensation. The overall sentiment from this filing is neutral.

Risk Factors

  • Compliance with SEC Regulations [medium — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings.
  • Virtual Meeting Format [low — operational]: Conducting the meeting virtually may present challenges in ensuring all shareholders can access and participate effectively.

Key Dates

  • 2024-04-18: 2024 Annual Meeting of Stockholders — Key date for shareholder voting on corporate matters.
  • 2024-02-23: Record Date — Determines eligibility to vote at the annual meeting.
  • 2024-03-08: Filing Date — Date the DEF 14A proxy statement was filed with the SEC.

Glossary

DEF 14A
Definitive Proxy Statement filed with the SEC. (Provides detailed information about matters to be voted on at a shareholder meeting.)
Executive Compensation
Compensation paid to a company's highest-paid executives. (Shareholders vote on an advisory resolution regarding executive pay.)

Filing Stats: 4,372 words · 17 min read · ~15 pages · Grade level 16.6 · Accepted 2024-03-08 16:06:25

Key Financial Figures

  • $12.9 billion — gh December 31, 2023, AGNC has declared $12.9 billion in common stock dividends, or $47.20 pe
  • $47.20 — 9 billion in common stock dividends, or $47.20 per common share, and has generated a t

Filing Documents

Executive Compensation Program Overview, Philosophy and Structure, and Evolution

Executive Compensation Program Overview, Philosophy and Structure, and Evolution Our Compensation Committee has implemented a compensation program that links pay with performance, aligns executive objectives and incentives with our stockholders' interests, and promotes operating efficiency. In addition, we believe our AGNC INVESTMENT CORP. - Proxy Statement v Table of Contents AGNC INVESTMENT CORP. AT A GLANCE compensation program is competitive given AGNC's size, scale, business, and management structure; promotes retention of our employees; and is well-governed and transparent. All AGNC employees, including our named executive officers ("NEOs"), receive a combination of base salary, short-term incentives in the form of an annual cash bonus opportunity, and long-term incentives ("LTI") in the form of restricted stock units ("RSUs"). The long-term equity incentives awarded to our NEOs and other senior-level employees consist of a combination of performance-based RSUs and time-based RSUs. As part of its ongoing evaluation of our compensation practices and in response to feedback we heard from stockholders during our prior outreach efforts, the Compensation Committee has made a number of meaningful changes to our compensation program and the corporate scorecard ("Corporate Scorecard") used to evaluate performance since the compensation program was first implemented in 2016. Those changes included ensuring that a substantial portion of our NEOs' total target compensation is allocated to long-term equity, simplifying the annual Corporate Scorecard to increase reliance on financial performance and better align to our strategic objectives, and improving disclosure to provide greater context for our compensation programs. The Compensation Committee's continuing review of our pay practices resulted in further adjustments to components of pay among the elements of our compensation package to NEOs in 2023. These adjustments are discussed in greater detail in the "

Executive Compensation

Executive Compensation 22 Compensation Discussion and Analysis 22 202 3 Named Executive Officers 22 Executive Summary 22 Business Overview 22 2023 Performance Highlights 23 Compensation Philosophy and Objectives 24 AGNC INVESTMENT CORP. - Proxy Statement vii Table of Contents Stockholder Engagement 25 Summary of Recent Compensation Changes 26 Compensation Governance Practices 27 Compensation Program In Detail 27 Compensation Program Elements 28 Corporate Scorecard for Calculating Annual Bonus 29 Equity Incentive Compensation 33 Compensation Decision Process 35 Other Compensation Policies and Practices 38 Report of the Compensation and Corporate Governance Committee 39 202 3 Summary Compensation Table 39 Grants of Plan-Based Awards in Fiscal Year 202 3 41 Outstanding Equity Awards at 202 3 Fiscal Year-End 42 Option Exercises and Stock Vested for Fiscal Year 202 3 43 Severance and Change of Control Payments 43 Pay Versus Performance 46 CEO Compensation Pay Ratio 50 Information Regarding Company Voting Securities 51

Security Ownership of Management and Certain Beneficial Owners

Security Ownership of Management and Certain Beneficial Owners 51 Questions and Answers About Stockholder Communications and Proposals 52 Questions and Answers About the 202 4 Annual Meeting and Voting 53 viii AGNC INVESTMENT CORP. - Proxy Statement Table of Contents BOARD AND GOVERNANCE MATTERS BOARD AND GOVERNANCE MATTERS Our Board is currently comprised of seven independent directors, our Executive Chair, and our CEO. The following table sets forth the current members of our Board and their committee membership: Name Director Since Executive Audit 1 Compensation & Corporate Governance 2 Donna J. Blank* 2018 Chair Morris A. Davis* 2008 Chair Peter J. Federico (Chief Executive Officer) 2021 John D. Fisk* 2019 Andrew A. Johnson, Jr.* 2021 Gary D. Kain (Executive Chair) 2016 Prue B. Larocca* (Lead Independent Director and Vice Chair) 2013 Chair Paul E. Mullings* 2016 Frances R. Spark* 2019 * Director is "independent" as defined in Rule 5605(a)(2) of The Nasdaq Listing Rules (the "Nasdaq rules"). 1. Each member of the Audit Committee is "independent" as defined in Rules 5605(a)(2) and 5605(c)(2) of the Nasdaq rules and Rule 10A-3 of the Securities Exchange Act of 1934 (the "Exchange Act"). The Board has determined that Mss. Blank and Spark are each an "audit committee financial expert" as defined in Item 407 of Regulation S-K under the Securities Act of 1933 (the "Securities Act"). 2. Each member of the Compensation and Corporate Governance Committee is "independent" as defined in Rules 5605(a)(2) and 5605(d)(2) of the Nasdaq rules. Board Leadership Structure We believe that objective, independent oversight of management is central to our corporate governance, as well as execution upon our strategic objectives and alignment with the long-term interests of our stockholders. The Board believes that the optimal leadership structure for AGNC may evolve over time as a result of a number of factors, including changes in our

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