---
schema_version: "secwatch.filing_event.v1"
accession: "0001428205-23-000099"
form_type: "8-K"
ticker: "ARR"
cik: "0001428205"
company_name: "Armour Residential REIT, Inc."
filed_at: "2023-05-04T23:59:59+00:00"
generated_at: "2026-06-15T21:33:49.164406+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# ARMOUR shareholders elect all 10 directors, ratify auditor, approve executive compensation at annual meeting

## Summary
- All 10 director nominees elected; highest votes for Z. Jamie Behar (75.8M), lowest for Robert C. Hain (67.0M).
- Ratification of Deloitte & Touche as auditor for FY 2023 approved with 123.7M in favor, 2.0M against.
- Non-binding advisory vote on 2022 executive compensation approved with 71.8M for, 6.2M against.
- Approximately 66.08% of outstanding shares (127.2M) represented at the meeting, constituting a quorum.
- Broker non-votes of 47.6M shares were recorded on director election and compensation proposals.

## SEC filing metadata
- accession: 0001428205-23-000099
- form_type: 8-K
- ticker: ARR
- cik: 0001428205
- company_name: Armour Residential REIT, Inc.
- filed_at: 2023-05-04T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1428205/000142820523000099/0001428205-23-000099-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1428205/000142820523000099/arr-20230504.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001428205-23-000099
- JSON: https://secwatch.observer/filing/0001428205-23-000099.json
- Plain text: https://secwatch.observer/filing/0001428205-23-000099.txt

## Key facts
- Shareholder Votes
  Armour Residential REIT, Inc. shareholders approved Election of ten (10) directors to ARMOUR’s Board of Directors until its 2024 annual meeting of stockholders and until their successors are duly elected and qualified at the 2023-05-04 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-04
  source text: 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 2024 and until his or her successor is duly elected and qualified. The voting results for each nominee were as follows. Nominee For Against Abstain Broker Non-Votes Scott J. Ulm 74,895,378 3,735,661 933,594 47,639,367 Jeffrey J. Zimmer 74,868,178 3,766,285 930,170 47,639,367 Daniel C. Staton 72,278,913 6,327,602 958,118 47,639,367 Marc H. Bell 70,042,318 8,520,285 1,002,030 47,639,367 Z. Jamie Behar 75,848,308 2,785,691 930,634 47,639,367 Carolyn Downey 74,897,630 3,750,787 916,216 47,639,367 Thomas K. Guba 74,581,110 3,978,417 1,005,106 47,639,367 Robert C. Hain 66,999,590 11,616,581 948,462 47,639,367 John P. Hollihan, III 74,747,440 3,845,802 971,391 47,639,367 Stewart J. Paperin 74,726,731 3,895,950 941,952 47,639,367
  evidence_url: https://www.sec.gov/Archives/edgar/data/1428205/000142820523000099/0001428205-23-000099-index.htm
- Shareholder Votes
  Armour Residential REIT, Inc. shareholders approved Ratification of the appointment of Deloitte & Touche LLP as ARMOUR’s independent registered certified public accountants for fiscal year 2023 at the 2023-05-04 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-04
  source text: Proposal 2 — To ratify the appointment of Deloitte & Touche LLP as ARMOUR’s independent registered certified public accountants for fiscal year 2023. Stockholders voted to ratify the appointment of Deloitte as ARMOUR’s independent registered certified public accountants for the fiscal year ending December 31, 2023. The proposal received the following final voting results: For Against Abstain 123,711,174 2,013,030 1,479,796
  evidence_url: https://www.sec.gov/Archives/edgar/data/1428205/000142820523000099/0001428205-23-000099-index.htm
- Shareholder Votes
  Armour Residential REIT, Inc. shareholders approved Approval, by a non-binding advisory vote, of ARMOUR’s 2022 executive compensation at the 2023-05-04 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-04
  source text: Proposal 3 — To approve, by a non-binding advisory vote, ARMOUR’s 2022 executive compensation. Stockholders voted to approve, by a non-binding advisory vote, ARMOUR’s 2022 executive compensation. The proposal received the following final voting results: For Against Abstain Broker Non-Votes 71,782,370 6,243,728 1,538,535 47,639,367
  evidence_url: https://www.sec.gov/Archives/edgar/data/1428205/000142820523000099/0001428205-23-000099-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.