ARMOUR Residential REIT Annual Meeting: Shareholders Approve All 5 Proposals, Back Annual Say-on-Pay Vote

Key Points

• Stockholders approved all five proposals, including election of the eight director nominees, ratification of Deloitte & Touche as auditors, advisory approval of 2025 executive compensation, and approval of the Fourth Amended and Restated 2009 Stock Incentive Plan.
• Shareholders chose an annual say‑on‑pay vote — the non‑binding advisory vote selected a one‑year frequency for future executive compensation votes; the virtual meeting recorded proxies for about 67.8% of outstanding shares and adjourned with no questions submitted.

ARMOUR Residential REIT NYSE: ARR held its annual meeting of stockholders on April 30, 2026, with Chief Executive Officer and Vice Chairman Scott Ulm presiding over the virtual session. The meeting covered five proposals, all of which received stockholder approval, according to the company’s inspector of election report presented during the event.

Attendees and meeting procedures

Ulm introduced members of ARMOUR’s management team, including Gordon Harper, the company’s Chief Financial Officer, Treasurer, and Secretary; Desmond E. Macauley, Co-Chief Investment Officer and Head of Risk Management; and Sergey Losyev, Co-Chief Investment Officer. Ulm also noted participation from members of the board, including Chairman Dan Staton, Lead Independent Director Jack Holohan, Compensation Committee Chair Rob Hain, and Nominating and Corporate Governance Committee Co-Chair Jamie Behar.

Ulm said Curtis Vogel of Deloitte & Touche, ARMOUR’s independent certified public accountants, also joined the meeting and would be available for appropriate questions. Stockholders were instructed to submit questions through an “Ask a Question” box on the webcast, and Ulm noted that questions and remarks should be relevant to the company or the proposals under consideration.

Quorum and voting process

An operator reported that proxies had been received for 83,343,000 shares out of 122,767,466 shares outstanding as of the March 6, 2026 record date, representing approximately 67.8% of outstanding shares. The operator stated that this constituted a quorum, allowing the meeting to proceed with official business.

The operator also referenced an affidavit dated April 3, 2026, from Joanne Vogel, a manager at Broadridge Financial Solutions, certifying the mailing of the 2026 annual meeting proxy materials to registered and beneficial stockholders of record.

Ulm appointed Harper to serve as inspector of election, noting that Harper had taken the customary oath to execute the role “with strict impartiality.” Voting was conducted exclusively through the virtual meeting website, with polls opening at 8:00 a.m. on April 30, 2026, and closing after the proposals were presented.

Proposals presented to stockholders

Ulm outlined five proposals for consideration. For each proposal, he asked whether there was any discussion and stated that he saw no questions submitted by stockholders during the voting portion of the meeting.

• Election of eight directors listed in the proxy statement, to serve until the next annual meeting
• Ratification of Deloitte & Touche LLP as independent registered public accountants for fiscal year 2026
• Non-binding advisory vote to approve 2025 compensation of named executive officers
• Non-binding advisory vote on the frequency of future stockholder advisory votes on executive compensation (one, two, or three years)
• Approval of ARMOUR’s Fourth Amended and Restated 2009 Stock Incentive Plan

Voting outcomes

After the polls closed, the operator delivered the inspector of election’s report. The operator said the proposal to elect the eight director nominees was approved, with each nominee receiving an affirmative vote of a majority of votes cast by stockholders participating in the meeting or represented by proxy.

The operator said stockholders also approved the ratification of Deloitte & Touche as the company’s independent registered certified public accountants for fiscal year 2026 by a majority of votes cast. In addition, the advisory vote on 2025 executive compensation passed with a majority of votes cast.

On the advisory vote regarding the frequency of future say-on-pay votes, the operator said “one year” received the greatest number of votes cast and therefore carried. The proposal to approve the Fourth Amended and Restated 2009 Stock Incentive Plan also passed with a majority of votes cast.

The operator added that a full tally would be disclosed in a Form 8-K filing with the U.S. Securities and Exchange Commission.

Ulm summarized the outcomes, stating that the eight nominees were elected, Deloitte & Touche’s appointment was ratified, the advisory approval of 2025 named executive officer compensation passed, the one-year frequency for future advisory votes was selected, and the amended and restated stock incentive plan was approved.

Adjournment

Following the formal business, Ulm opened the floor for stockholder questions and comments, noting a limit of three per participant and requesting that submissions be brief and related to matters of general stockholder concern and directly related to ARMOUR’s business. Ulm stated that no questions or comments were received and adjourned the meeting.

About ARMOUR Residential REIT NYSE: ARR

ARMOUR Residential REIT NYSE: ARR is a mortgage real estate investment trust that was formed in 2008 to acquire and manage a portfolio of residential mortgage-backed securities (RMBS). The company's investments are primarily agency-sponsored and agency-guaranteed RMBS issued by U.S. government-sponsored enterprises, along with credit risk transfer securities and select non-agency residential and multifamily RMBS. By focusing on high-quality mortgage assets, ARMOUR Residential REIT seeks to generate stable income and preserve capital through diversified exposure to the U.S.

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