Departure of Directors or Certain

On May 13, 2021, at the 2021 virtual annual meeting of stockholders (the “Annual Meeting”) of ARMOUR Residential REIT, Inc. (“ARMOUR”), ARMOUR’s stockholders approved ARMOUR’s Third Amended and Restated 2009 Stock Incentive Plan (the “Third A&R Plan”), which provides for the granting of common stock, par value $0.001 per share (“Common Stock”) of ARMOUR, restricted shares of Common Stock, stock options, performance shares, performance units, stock appreciation rights, phantom shares, restricted stock units and other equity-based and cash-based awards to directors, officers and other employees and other persons who provide services to ARMOUR (each an “Eligible Individual”). Prior to the approval by the stockholders of the Third A&R Plan, ARMOUR’s existing Second Amended and Restated Stoc k Incentive Plan (the “Plan”) provided for the grant of up to 1,875,000 shares of Common Stock. The Third A&R Plan increases by 2,125,000 the number of shares of Common Stock authorized for issuance under the Plan. As of April 1, 2021, there were 42,123 shares that remained available for grant under the Plan. The Third A&R Plan also amends the Plan as follows: it proportionally lowers the maximum number of shares of Common Stock that may be subject to grants of certain awards to any one Eligible Individual in any fiscal year from 6,000,000 to 750,000 to reflect the one-for-eight reverse stock split of ARMOUR’s Common Stock effected in July 2015, in accordance with the terms of the Plan, and reflects certain non-material updates. Other than the proposed increase in the number of shares issuable under the Plan, the Plan has not been materially changed from its state immediately prior to the Annual Meeting.

The Third A&R Plan is described in more detail in Proposal 4 in the ARMOUR’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2021 (the “Proxy Statement”). The descriptions of the Third A&R Plan contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Third A&R Plan, a copy of which was filed as Appendix A to the Proxy Statement and is incorporated herein by reference.

Item 5.07.    Submission of Matters to a Vote of Security Holders.

ARMOUR held its Annual Meeting at 8:00 a.m. (EDT) on May 13, 2021, for the purpose of: (i) electing ten (10) directors to ARMOUR’s Board of Directors until its 2022 annual meeting of stockholders and until their successors are duly elected and qualified; (ii) ratifying the appointment of Deloitte & Touche LLP (“Deloitte”) as ARMOUR’s independent registered certified public accountants for fiscal year 2021; (iii) approving, by a non-binding advisory vote, ARMOUR’s 2020 executive compensation and (iv) approving an amendment to ARMOUR's Second Amended and Restated 2009 Stock Incentive Plan to increase the maximum number of shares that may be made subject to awards thereunder by 2,125,000 shares. For more information on the proposals described below, please refer to the Proxy Statement. As of the record date of March 19, 2021, there were a total of 67,296,322 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 49,659,314 shares of Common Stock, or approximately 74% 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 — To elect ten (10) directors to ARMOUR’s Board of Directors until its 2022 annual meeting of stockholders and until their successors are duly elected and qualified.

The ten (10) nominees proposed by ARMOUR’s Board of Directors were each elected to serve as a director until ARMOUR’s annual meeting of stockholders to be held in 2022 and until his or her successor is duly elected and qualified. The voting results for each nominee were as follows.

Nominee

For

Withheld

Broker Non-Votes

Scott J. Ulm

33,726,867

1,238,472

14,693,975

Jeffrey J. Zimmer

33,726,427

1,238,912

14,693,975

Daniel C. Staton

32,746,967

2,218,372

14,693,975

Marc H. Bell

30,175,428

4,789,911

14,693,975

Z. Jamie Behar

34,134,164

831,175

14,693,975

Carolyn Downey

33,995,228

970,111

14,693,975

Thomas K. Guba

33,861,052

1,104,287

14,693,975

Robert C. Hain

33,192,079

1,773,260

14,693,975

John P. Hollihan, III

33,792,308

1,173,031

14,693,975

Stewart J. Paperin

33,979,444

985,895

14,693,975

Proposal 2 — To ratify the appointment of Deloitte & Touche LLP as ARMOUR’s independent registered certified public accountants for fiscal year 2021.

Stockholders voted to ratify the appointment of Deloitte as ARMOUR’s independent registered certified public accountants for the fiscal year ending December 31, 2021. The proposal received the following final voting results:

For

Against

Abstain

48,961,023

382,835

315,456

Proposal 3 — To approve, by a non-binding advisory vote, ARMOUR’s 2020 executive compensation.

Stockholders voted to approve, by a non-binding advisory vote, ARMOUR’s 2020 executive compensation. The proposal received the following final voting results:

For

Against

Abstain

Broker Non-Votes

31,893,395

2,593,863

478,081

14,693,975

Proposal 4 — To approve an amendment to ARMOUR's Second Amended and Restated 2009 Stock Incentive Plan to increase the maximum number of shares that may be made subject to awards thereunder by 2,125,000 shares.

Stockholders voted to approve an amendment to ARMOUR’s Second Amended and Restated 2009 Stock Incentive Plan to increase the maximum number of shares that may be made subject to awards thereunder by 2,125,000 shares:

            

For

Against

Abstain

Broker Non-Votes

32,222,973

2,469,446

272,920

14,693,975

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

    

Description

    

10.1        ARMOUR Residential REIT, Inc.’s Third Amended and Restated 2009 Stock Incentive Plan (incorporated

by reference to Appendix A to ARMOUR’s

Definitive Proxy Statement

on Schedule 14A

, filed April 1,

2021).

104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 13, 2021

ARMOUR RESIDENTIAL REIT, INC.

By:

/s/ James R. Mountain

Name: James R. Mountain

Title: Chief Financial Officer




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