Armour Residential REIT, Inc. 8-K

What Happened

• ARMOUR Residential REIT, Inc. announced on April 30, 2026 that at its 2026 annual meeting stockholders approved the Fourth Amended and Restated 2009 Stock Incentive Plan (the “Fourth A&R Plan”) and elected eight directors to the board. The meeting was held at 8:00 a.m. EDT and a quorum was present (83,300,043 shares, or ~67.85% of 122,767,466 shares outstanding as of the March 6, 2026 record date).
• Stockholders also ratified Deloitte & Touche LLP as ARMOUR’s independent registered public accountants for fiscal 2026 and approved non‑binding advisory votes on 2025 executive compensation and the frequency of future advisory votes.

Key Details

• Share authorization: The Fourth A&R Plan increases the number of shares authorized for issuance under the existing plan by 1,000,000 shares. (As of March 19, 2026, only 3,506 shares remained available under the prior plan.)
• Award limits and changes: The plan (effective April 30, 2026) lowers the maximum per‑person annual share cap from 750,000 to 150,000 (reflecting the 1‑for‑5 reverse stock split in Sept. 2023), sets a ten‑year term ending April 29, 2036, adds a clawback provision, and removes outdated IRC §162(m) language.
• Director elections: All eight nominees were elected to serve until the 2027 annual meeting. Example vote counts: Scott J. Ulm — For 50,758,487; Daniel C. Staton — For 50,297,310; (full tallies for all nominees were reported in the filing).
• Other votes: Deloitte ratified — For 80,520,125; advisory approval of 2025 executive compensation — For 48,910,162; advisory frequency vote — plurality for a 1‑year option (50,596,296 votes).

Why It Matters

• For investors, the approval increases ARMOUR’s capacity to grant equity and equity‑linked awards to directors, officers and service providers, which can affect future dilution if awards are issued and vested. The plan’s clawback language and removal of outdated tax provisions update governance and compliance terms.
• The re‑election of the full slate of directors and ratification of the auditor provide continuity in management oversight and financial reporting for fiscal 2026. Retail investors should monitor future disclosures about awards granted under the Fourth A&R Plan for potential impacts on share count and executive compensation expense.