AGNC Investment Annual Meeting: Shareholders Approve Directors, Say-on-Pay, Auditor; Dividend Holds at $0.12

Key Points

• Shareholders voted to elect all 10 directors, approved the advisory "say‑on‑pay" executive compensation resolution, and ratified Ernst & Young LLP as AGNC's independent auditor for 2026.
• Management said the monthly dividend of $0.12 per month, unchanged since April 2020, is appropriate and aligned with the portfolio's economic earnings power.
• AGNC emphasized conservative risk management and strong liquidity with ongoing stress tests for rate and spread shocks, and said it will issue stock when trading at a premium to book or repurchase shares when trading at a discount to drive accretion.

AGNC Investment NASDAQ: AGNC held its 2026 annual meeting of stockholders in a virtual format, where shareholders voted on director elections, executive compensation and the company’s independent auditor, and management fielded questions on the dividend, risk management and capital allocation.

Meeting format and attendance

Gary Kain, Director and Executive Chair of the Board, opened the meeting and said the virtual setting was intended to “hear from and engage with as many shareholders as possible.” Kain also noted that remarks during the meeting could include forward-looking statements subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and he directed investors to the company’s annual report on Form 10-K for the year ended Dec. 31, 2025 for a discussion of risk factors.

Ken Pollack, Executive Vice President, General Counsel, Chief Compliance Officer and Secretary, reported that materials for the meeting were properly distributed to common stockholders of record as of Feb. 20, 2026, including the notice, proxy statement and annual report materials.

The inspector of voting indicated that holders of at least 562 million shares of common stock entitled to vote were represented in person or by proxy, constituting a quorum.

Shareholder proposals and voting results

Stockholders voted on three proposals laid out in the notice dated March 6, 2026:

• Election of 10 directors to serve terms expiring at the 2027 annual meeting.
• Advisory vote on executive compensation (say-on-pay).
• Ratification of Ernst & Young LLP as the company’s independent public accountant for calendar year 2026.

For the director elections, Pollack said the company had 10 nominees and that nominations could only be made in advance of the meeting under the bylaws, with no nominations allowed from the floor.

Kasey Reisman, Senior Vice President and Assistant Secretary, reported that a majority of votes cast were in favor of electing each director nominee. Reisman also reported that stockholders approved the advisory resolution on executive compensation by a majority of shares cast, and that a majority of shares cast also ratified Ernst & Young as the independent auditor for 2026.

Dividend philosophy and the $0.12 monthly payout

During the question-and-answer portion, Sean Reid, Executive Vice President of Strategy and Corporate Development, asked CEO and Chief Investment Officer Peter Federico to address shareholder questions, starting with AGNC’s dividend approach and the sustainability of the current monthly dividend.

Federico said the board sets the dividend using “a multitude of factors,” with the “first and foremost” consideration being alignment with the “economic earnings power” of the portfolio. He said the company evaluates expected risk-adjusted returns over intermediate and longer-term horizons and considers the investment environment, the ability to deploy retained capital accretively, taxable income and REIT distribution requirements, and “the market’s preference for dividend stability.”

Federico added that, given market conditions and AGNC’s positioning, management believes the current $0.12 per month dividend—which he said has been consistent since April 2020—“is appropriate and well-aligned with the economics of our business.”

Risk management and stress testing amid market volatility

In response to a question about the Middle East conflict and whether AGNC is employing specific stress tests, Federico emphasized that risk management is “a critical component” of the company’s approach. He said the firm continuously stress tests the portfolio across “a wide range of interest rate and mortgage spread scenarios.”

As a levered investor, Federico said AGNC aims to avoid “forced deleveraging events” by maintaining sufficient liquidity to meet margin calls on financing and hedging arrangements even amid adverse rate and spread moves. He said that due to persistent market volatility over the past “five or six years,” AGNC has maintained a relatively conservative portfolio profile and a “very strong liquidity position,” leaving it “well-prepared and positioned” to navigate volatility associated with the Middle East conflict.

Capital management: issuing and repurchasing common shares

Federico also addressed a question on capital management, specifically the company’s posture toward common share issuance and buybacks. He said the “primary consideration” is whether such actions are accretive for existing shareholders.

Federico said that if the stock trades at a premium to book value and AGNC can deploy proceeds into assets with favorable risk-adjusted returns, the company would issue common stock—likely through its at-the-market program—and use the proceeds to purchase agency mortgage-backed securities. He described issuing at a premium as accretive because book value would be higher than it would have been without the issuance.

Conversely, he said that if the stock trades at a discount to book value and AGNC does not view incremental investment in agency mortgage-backed securities as the best use of capital, the company would repurchase its common shares, adding that repurchases below book value also generate accretion.

After the vote results were announced, the company invited stockholders to join its quarterly earnings call, with Kain noting the first-quarter earnings call is scheduled for April 21 at 8:30 a.m. The meeting was then adjourned.

About AGNC Investment NASDAQ: AGNC

AGNC Investment Corp. is a self-managed real estate investment trust (REIT) that primarily acquires and manages a portfolio of residential mortgage-backed securities guaranteed by U.S. government-sponsored enterprises such as Ginnie Mae, Fannie Mae and Freddie Mac. The company employs a leveraged total return strategy, borrowing against its securities to enhance income potential while using interest rate hedges to manage risk. AGNC's investment objective is to generate attractive monthly dividends and long-term capital appreciation for its shareholders.

Founded in 2008 and headquartered in Bethesda, Maryland, AGNC focuses exclusively on U.S.

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