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AGNC Investment (NASDAQ: AGNC) holders approve board, pay and Ernst & Young

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8-K

Rhea-AI Filing Summary

AGNC Investment Corp. reported results of its 2026 Annual Meeting of Stockholders. As of the February 20, 2026 record date, 1,123,239,319 common shares were entitled to vote, and 752,065,624 shares were present in person or by proxy, establishing a quorum.

Common stockholders elected ten directors to one-year terms, with each nominee receiving roughly 359 million to 365 million votes in favor and substantially fewer votes against or abstaining. Stockholders also approved, on an advisory and non-binding basis, the executive compensation resolution with 346,691,940 votes for, 21,761,823 against, and 7,161,005 abstentions.

In addition, stockholders ratified the appointment of Ernst & Young LLP as AGNC’s independent public accountant for the year ending December 31, 2026, with 735,367,412 votes for, 9,448,398 against, and 7,249,814 abstentions.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares entitled to vote 1,123,239,319 shares Common stock entitled to vote as of February 20, 2026
Shares present at meeting 752,065,624 shares Common stock present in person or by proxy at 2026 Annual Meeting
Say-on-pay votes for 346,691,940 shares Advisory executive compensation approval votes
Say-on-pay votes against 21,761,823 shares Advisory executive compensation votes against
Auditor ratification votes for 735,367,412 shares Votes for ratifying Ernst & Young LLP for year ending December 31, 2026
Auditor ratification votes against 9,448,398 shares Votes against ratifying Ernst & Young LLP
Director example – votes for 364,750,524 shares Votes for director nominee Donna J. Blank
Annual Meeting of Stockholders financial
"On April 16, 2026, AGNC Investment Corp. ... held its 2026 Annual Meeting of Stockholders"
record date financial
"The record date for the Annual Meeting was February 20, 2026."
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
advisory and non-binding basis financial
"voted on an advisory and non-binding basis in favor of approval of the advisory resolution on executive compensation."
independent public accountant financial
"voted to ratify the appointment of Ernst & Young LLP as the Company’s independent public accountant for the year ending December 31, 2026."
Non Votes financial
"For | Against | Abstain | Non Votes 346,691,940 | 21,761,823 | 7,161,005 | 376,450,856"
Understanding 8-K Material Events →
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UNITED STATES
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): April 17, 2026
__________________________________________________
agnclogowhitespacinghiresa32.jpg
AGNC INVESTMENT CORP.
(Exact name of registrant as specified in its charter)
__________________________________________________
Delaware001-3405726-1701984
(State or Other Jurisdiction of
Incorporation or Organization)		(Commission File Number)(I.R.S. Employer
Identification No.)
7373 Wisconsin Avenue, 22nd Floor
Bethesda, Maryland 20814
(Address of principal executive offices)

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

N/A
(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 (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Exchange on Which Registered
Common Stock, par value $0.01 per shareAGNCThe Nasdaq Global Select Market
Depositary shares of 7.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred StockAGNCNThe Nasdaq Global Select Market
Depositary shares of 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred StockAGNCMThe Nasdaq Global Select Market
Depositary shares of 6.50% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred StockAGNCOThe Nasdaq Global Select Market
Depositary shares of 6.125% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred StockAGNCPThe Nasdaq Global Select Market
Depositary shares of 7.75% Series G Fixed-Rate Reset Cumulative
Redeemable Preferred Stock		AGNCLThe Nasdaq Global Select Market
Depositary shares of 8.75% Series H Fixed-Rate Cumulative
Redeemable Preferred Stock		AGNCZThe Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o


Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 16, 2026, AGNC Investment Corp. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The record date for the Annual Meeting was February 20, 2026. As of the record date, a total of 1,123,239,319 shares of the Company’s common stock, par value $0.01 (“Common Stock”), were entitled to vote at the Annual Meeting. There were 752,065,624 shares of Common Stock present in person or by proxy at the Annual Meeting. Set forth below are the matters acted upon by the common stockholders and the final voting results of each such proposal.

1.    Election of Directors. The Company’s common stockholders voted to elect ten (10) Director Nominees to hold office for a term of one (1) year and until his or her successor is duly elected and qualified.
NomineeForAgainstAbstainNon Votes
Donna J. Blank364,750,5246,491,8674,372,377376,450,856
Morris A. Davis363,020,6557,961,8354,632,278376,450,856
Peter J. Federico365,268,0286,413,9753,932,765376,450,856
John D. Fisk359,568,18111,367,9654,678,622376,450,856
Christine L. Hurtsellers364,131,2586,978,6604,504,850376,450,856
Andrew A. Johnson, Jr.363,642,2297,267,0614,705,478376,450,856
Gary D. Kain364,224,8967,386,6244,003,248376,450,856
Prue B. Larocca362,243,9399,161,4304,209,399376,450,856
Paul E. Mullings363,391,5757,534,9104,688,283376,450,856
Frances R. Spark363,957,7627,096,3454,560,661376,450,856

2.    Executive Compensation. The Company’s common stockholders voted on an advisory and non-binding basis in favor of approval of the advisory resolution on executive compensation.    
ForAgainstAbstainNon Votes
346,691,94021,761,8237,161,005376,450,856
3.    Ratification of appointment of Ernst & Young LLP. The Company’s common stockholders voted to ratify the appointment of Ernst & Young LLP as the Company’s independent public accountant for the year ending December 31, 2026.   
ForAgainstAbstainNon Votes
735,367,4129,448,3987,249,814—

(d) Exhibits.

None.




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.

AGNC INVESTMENT CORP.
Dated: April 17, 2026By:   /s/ Kenneth Pollack
Kenneth L. Pollack
Executive Vice President, Chief Compliance Officer, General Counsel and Secretary



Source: View Original Filing on SEC EDGAR

FAQ

What did AGNC (AGNC) stockholders vote on at the 2026 Annual Meeting?

AGNC stockholders voted on electing ten directors, approving an advisory executive compensation resolution, and ratifying Ernst & Young LLP as independent public accountant for the year ending December 31, 2026. All three proposals received majority support from shares present or represented by proxy.

How many AGNC (AGNC) shares were entitled to vote and present at the 2026 meeting?

A total of 1,123,239,319 AGNC common shares were entitled to vote as of February 20, 2026, the record date. At the Annual Meeting, 752,065,624 common shares were present in person or by proxy, providing sufficient participation to conduct official stockholder business.

Were AGNC (AGNC) director nominees elected at the 2026 Annual Meeting?

Yes. AGNC common stockholders elected ten director nominees to one-year terms. Each nominee, including Donna J. Blank, Peter J. Federico, and others, received approximately 359 million to 365 million votes for, with significantly fewer votes against or abstaining, confirming their election to the board.

Did AGNC (AGNC) stockholders approve executive compensation in 2026?

Yes. Stockholders approved AGNC’s advisory, non-binding executive compensation proposal. The vote totals were 346,691,940 shares for, 21,761,823 against, and 7,161,005 abstentions, with an additional 376,450,856 non-votes. This indicates majority support for the company’s reported executive pay program.

Who is AGNC’s (AGNC) independent public accountant for 2026?

AGNC stockholders ratified Ernst & Young LLP as the independent public accountant for the year ending December 31, 2026. The ratification received 735,367,412 votes for, 9,448,398 against, and 7,249,814 abstentions, indicating strong support for continuing with Ernst & Young LLP.

What was the record date for AGNC (AGNC) 2026 Annual Meeting voting eligibility?

The record date determining which AGNC stockholders were entitled to vote at the 2026 Annual Meeting was February 20, 2026. Holders of the company’s common stock on that date could vote on director elections, executive compensation, and ratification of Ernst & Young LLP.

Filing Exhibits & Attachments

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