Armour Residential REIT, Inc. DEF 14A Filing

TL;DR

<b>Armour Residential REIT, Inc. filed its DEF 14A on April 19, 2024, detailing executive compensation and equity awards for the 2023 fiscal year.</b>

AI Summary

Armour Residential REIT, Inc. (ARR-PC) filed a Proxy Statement (DEF 14A) with the SEC on April 19, 2024. Armour Residential REIT, Inc. filed a DEF 14A on April 19, 2024. The filing covers the period from January 1, 2023, to December 31, 2023. The company's principal executive offices are located at 3001 Ocean Drive, Suite 201, Vero Beach, FL 32963. The filing includes data related to equity awards granted in covered years, outstanding and unvested. The filing references fiscal year end as December 31.

Why It Matters

For investors and stakeholders tracking Armour Residential REIT, Inc., this filing contains several important signals. This DEF 14A filing provides crucial details on executive compensation, including equity awards, which can impact shareholder value and corporate governance. Understanding the company's executive compensation structure and equity awards is important for investors to assess management's alignment with shareholder interests and the company's financial health.

Risk Assessment

Risk Level: — Armour Residential REIT, Inc. shows moderate risk based on this filing. The filing is a routine DEF 14A, which typically contains standard disclosures about executive compensation and shareholder meeting information, posing no immediate new risks.

Analyst Insight

Review the executive compensation details and any proposed shareholder actions in the DEF 14A to understand potential impacts on corporate governance and shareholder value.

Key Numbers

• 2024-04-19 — Filing Date (DEF 14A)
• 2023-12-31 — Fiscal Year End (Reporting Period)

Key Players & Entities

• Armour Residential REIT, Inc. (company) — Filer
• 3001 Ocean Drive, Suite 201, Vero Beach, FL 32963 (company) — Business Address

FAQ

Industry Context

Armour Residential REIT, Inc. operates as a real estate investment trust, focusing on residential mortgage-backed securities and other real estate-related assets.

Regulatory Implications

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934, used to solicit proxies from shareholders for annual meetings.

What Investors Should Do

1. Analyze the executive compensation packages disclosed in the filing.
2. Review any proposals or voting matters presented to shareholders.
3. Compare the disclosed equity awards with industry benchmarks.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for soliciting proxies and typically does not involve year-over-year financial performance comparisons in the same way an 8-K or 10-K would.

Key Financial Figures

• $12 billion — ble for the management of approximately $12 billion at peak portfolio value of primarily pr

Filing Documents

• arr-20240419.htm (DEF 14A) — 639KB
• arr-20240419_g1.gif (GRAPHIC) — 76KB
• arr-20240419_g2.gif (GRAPHIC) — 16KB
• arr-20240419_g3.jpg (GRAPHIC) — 192KB
• arr-20240419_g4.jpg (GRAPHIC) — 147KB
• arr-20240419_g5.jpg (GRAPHIC) — 147KB
• arr-20240419_g6.jpg (GRAPHIC) — 128KB
• arr-20240419_g7.jpg (GRAPHIC) — 466KB
• arr-20240419_g8.jpg (GRAPHIC) — 236KB
• 0001428205-24-000088.txt (&nbsp;) — 4740KB
• arr-20240419.xsd (EX-101.SCH) — 2KB
• arr-20240419_def.xml (EX-101.DEF) — 3KB
• arr-20240419_lab.xml (EX-101.LAB) — 3KB
• arr-20240419_pre.xml (EX-101.PRE) — 2KB
• arr-20240419_htm.xml (XML) — 251KB

From the Filing

arr-20240419 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 ARMOUR Residential REIT, Inc. (Name of Registrant as Specified In Its Charter) Not Applicable (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. ARMOUR RESIDENTIAL REIT, INC. 3001 Ocean Drive, Suite 201 Vero Beach, Florida 32963 Telephone: (772) 617-4340 April 19, 2024 Dear Stockholder: ARMOUR Residential REIT, Inc., cordially invites you to attend the 2024 annual meeting of stockholders. We will hold the meeting on Friday, May 31, 2024, virtually beginning at 8:00 a.m. (EDT). You or your proxy holder may participate and vote virtually, by visiting www.virtualshareholdermeeting.com/ARR2024 and entering the control number on the proxy card or notice of the meeting you received. You are not required to register before the meeting starts. We hope that you will be able to participate. Your feedback and your vote are very important to us. Whether or not you plan to participate in the meeting, your shares should be represented and voted. After reading the accompanying proxy statement, please vote your shares as soon as possible. Stockholders may vote by Internet, by phone, or by completing and mailing a proxy card if one has been requested. Stockholders may also vote on the annual meeting website during the meeting, as further explained in the proxy statement. Submitting a vote before the meeting will not preclude you from updating your vote on-line during the virtual meeting. In addition, this proxy statement, the notice of annual meeting, the proxy card and our 2023 annual report will be made accessible via the Internet on the Company's website at www.armourreit.com and at www.virtualshareholdermeeting.com/ARR2024 , or mailed, if requested, on or about April 19, 2024. We look forward to the opportunity to interact with stockholders at the 2024 annual meeting. On behalf of our Board of Directors, I extend our appreciation for your continued support. Sincerely, Scott J. Ulm Chief Executive Officer and Vice Chairman TABLE OF CONTENTS NOTICE OF ANNUAL MEETING OF STOCKHOLDERS ON MAY 31, 2024 1 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS 2 ACCESS TO THE 2024 ANNUAL MEETING 3 PROXY STATEMENT 4 PROPOSAL 1 - ELECTION OF DIRECTORS 7 ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE INFORMATION 12 ARMOUR'S EXECUTIVE OFFICERS 26 EXECUTIVE OFFICER COMPENSATION 28 COMPENSATION COMMITTEE REPORT 44 SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 45 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 47 PROPOSAL 2 - RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTANTS 51 AUDIT COMMITTEE REPORT 53 PROPOSAL 3 - ADVISORY (NON-BINDING) VOTE APPROVING ARMOUR'S 2023 EXECUTIVE COMPENSATION 54 STOCKHOLDER PROPOSAL DEADLIN E 55 HOUSEHOLDING 55 OTHER MATTERS 56 i NOTICE OF ANNUAL MEETING OF STOCKHOLDERS ON MAY 31, 2024 The annual meeting of stockholders of ARMOUR Residential REIT, Inc. ("ARMOUR") will be held on Friday, May 31, 2024 at 8:00 a.m. (EDT) by means of a live audio webcast, for the purpose of considering and acting on the following proposals: (1) To elect eight (8) directors to ARMOUR's Board of Directors until our 2025 annual meeting of stockholders and until their successors are duly elected and qualified; (2) To ratify the appointment of Deloitte & Touche LLP as ARMOUR's independent registered certified public accountants for fiscal year 2024; (3) To approve, by a non-binding advisory vote, ARMOUR's 2023 executive compensation; (4) To transact any other business as may properly come before the annual meeting or any adjournments or postponements of the meeting. Only holders of ARMOUR's common stock of record at the close of business on April 11, 2024, the record date and time fixed by ARMOUR's Board of Directors, are entitled to notice of and to vote at the annual meeting. Additional information regarding the proposals to be acted on at the annual meeting can be found in the accompanying proxy statement. Our Board of Directors unanimously recommends that you vote your shares "FOR" proposals 1, 2 and 3. By Order of the Board of Directors, Scott J. Ulm Chief Exec

View Full Filing

View this DEF 14A filing on SEC EDGAR