U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 8-K
 

CURRENT REPORT
 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 

Date of Report (Date of earliest event reported): June 13, 2011 (June 10, 2011)

 

 

 

 

 

 

 

 

 

American Capital Agency Corp.
(Exact name of registrant as specified in its charter)

 

     

DELAWARE

001-34057

26-1701984

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

 

 

2 Bethesda Metro Center, 14th Floor Bethesda, MD 20814
(Address of principal executive offices, zip code)
 

Registrant's telephone number, including area code: (301) 968-9300

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 

[ ] Written communications pursuant to Rule 425 under the Securities Act

[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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

On June 10, 2011, American Capital Agency Corp. (the "Company") held its 2011 Annual Meeting of Stockholders (the "Annual Meeting"), at the Company's offices at 2 Bethesda Metro Center, 14th Floor, Bethesda, Maryland 20814, at 9:00 a.m. (ET). The record date for the Annual Meeting was April 11, 2011. As of the record date, a total of 128,828,759 shares of the Company's common stock were entitled to vote at the Annual Meeting. There were 111,011,902 shares present in person or by proxy at the Annual Meeting. Set forth below are the matters acted upon by the stockholders, and the final voting results of each such proposal.

  1. Election of Directors. The Company's stockholders voted to elect five (5) Director Nominees to hold office for a term of one (1) year and until his successor is elected and qualified.

    2.

    Nominee

    For

    Withheld

    Non Votes

    Malon Wilkus

    51,826,092

    4,293,585

    54,892,225

    Alvin N. Puryear

    51,496,971

    4,622,706

    54,892,225

    Morris A. Davis

    52,951,522

    3,168,155

    54,892,225

    Randy E. Dobbs

    52,964,836

    3,154,841

    54,892,225

    Larry K. Harvey

    52,948,339

    3,171,338

    54,892,225

  2. Amendment to Amended and Restated Certificate of Incorporation. The Company's stockholders voted to amend the Company's Amended and Restated Certificate of Incorporation to increase the total authorized number of shares of common stock from 150,000,000 to 300,000,000.
    3.

    For

    Against

    Abstain

    Non Votes

    97,252,568

    12,815,023

    944,311

    0

  3. Ratification of appointment of Ernst & Young LLP. The Company's stockholders voted to ratify the appointment of Ernst & Young LLP as the Company's independent public accountant for the year ending December 31, 2011.

For

Against

Abstain

Non Votes

109,095,430

1,031,122

885,350

0

SIGNATURE

 

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.

 
         

 

 

AMERICAN CAPITAL AGENCY CORP.

Dated: June 13, 2011

By:

/s/    SAMUEL A. FLAX

 

 

 

 

Samuel A. Flax
Executive Vice President and Secretary