Good morning, and welcome to the annual meeting of stockholders of AGNC Investment Corp. All participants will be in a listen-only mode. Stockholders of record who have logged into the meeting as a stockholder may submit a question or comment by submitting it in the space provided for questions on the virtual meeting platform. Please note, this event is being recorded. I would now like to turn the meeting over to Gary Kain, Director and Executive Chair of the Board of Directors of AGNC Investment Corp.
Good morning. The meeting will now come to order. I'm Gary Kain, and I'm the Executive Chair of the Board of Directors. On behalf of our board of directors, it is my pleasure to welcome you to the 2026 annual meeting of stockholders of AGNC Investment Corp. I will serve as the chair of today's meeting.
We are hosting this meeting in a virtual format to allow us to hear from and engage with as many shareholders as possible. If you wish to ask a question during the meeting, you may do so through the meeting portal at any time. If you have questions relating to a matter to be voted on at today's meeting, you do not need to wait for that item to be introduced for voting to submit your question.
We encourage you to submit your questions as soon as possible so that we are able to respond to as many questions as time allows. Please keep your statements and questions brief, and please limit each question to a single topic. I would like to remind you that our conversation today may include statements that constitute forward-looking statements that are intended to be subject to the safe harbor provided by the Private Securities Litigation Reform Act of 1995.
Such statements involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from these forward-looking statements, and we assume no obligation to update them. A description of risks impacting our business can be found in the annual report on Form 10-K for the year ended December 31, 2025, which is available on our website and on the SEC's website.
I would also like to introduce the other members of our board of directors who are all in attendance today. Donna Blank, Morris Davis, John Fisk, Christine Hurtsellers, Andrew Johnson Jr., Prue Larocca, Paul Mullings, Frances Spark, and Peter Federico, who is also our President, Chief Executive Officer, and Chief Investment Officer.
Also joining us today are Bernie Bell, our Executive Vice President and Chief Financial Officer, David Hall and Christy Kulak representing Ernst & Young, the company's independent public accountant, and Beth Vanderbeck, representing Broadridge Investor Communication Solutions, the tabulator and inspector of voting for this meeting and any postponement or adjournment of this meeting. I would also like to introduce Ken Pollack, who is Executive Vice President, General Counsel, and Secretary of the company. Mr. Pollack will serve as secretary of the meeting.
Mr. Pollack is being assisted in certain matters relating to the meeting by Kasey Reisman, Senior Vice President and Assistant Secretary of the company. Sean Reid, Executive Vice President of Strategy and Corporate Development, will also assist in facilitating the question and answer session. Stockholders who have already voted by proxy need not cast ballots in the voting today. I would now like to ask Mr. Pollack if the notice of this meeting and the proxy statement have been duly mailed and otherwise made available to all common stockholders in accordance with the company's bylaws.
I have received a report from Computershare as to the proper mailing to each common stockholder of record as of the close of business on February 20, 2026, of either a Notice of Internet Availability or a 2025 Annual Report to Stockholders, a proxy card, a business reply envelope, a Notice of Annual Meeting of Stockholders dated March 6, 2026, and a proxy statement also dated March 6, 2026. Only common stockholders of record at the close of business on February 20, 2026 are entitled to notice of and to vote at this meeting or any postponement or adjournment hereof.
Thank you, Mr. Secretary. Our first order of business is to determine whether the shares represented at this meeting, either in person or by proxy, are sufficient to constitute a quorum for the purpose of transacting business. Mr. Federico and Mr. Pollack have been designated to act as proxies.
The inspector of voting has indicated that there are present at this meeting, in person or by proxy, holders of at least 562 million shares of common stock entitled to vote, which constitutes a quorum. Because holders of a majority of the shares entitled to vote at this meeting are present in person or by proxy, I declare this meeting to be duly convened for purposes of transacting such business as may properly come before it.
We shall now proceed to vote on the matters set forth in the Notice of Annual Meeting of Stockholders, dated March 6, 2026. When an item of business is before the meeting for consideration, questions or comments will be limited to that item.
After the last proposal, management will address any general questions not related to a specific matter being voted on at the meeting. As a reminder, if you wish to make a statement or ask a question on an agenda item, please do so now through the meeting portal. The first proposal involves the election of directors. Will the secretary please present the nominations?
In accordance with the bylaws of the company, there are currently 10 nominees to the board of directors to serve terms expiring at the 2027 annual meeting, or until their respective successors have been duly elected and qualified. The term of each existing director expires at this meeting of stockholders, and each of them has been nominated for election by vote of the Compensation and Corporate Governance Committee of the board of directors.
In accordance with the company's bylaws, nominations may be made only in advance of a meeting, and no nominations to the board of directors may be made at this meeting. Therefore, I declare the nominations closed.
The vote will now be taken on the election of all of the director nominees to the board of directors. Voting through the virtual portal shall close at the end of voting on all of the proposals. We will now move to proposal number two, which is a proposal to approve an advisory resolution on executive compensation. The chair will now entertain a motion for the proposal to approve an advisory resolution on executive compensation.
I so move.
I second the motion.
We will now open proposal number two to discussion. Is there any discussion on the proposal?
There appears to be no discussion on the proposal.
I now declare the polls open for voting on this proposal. We will now move to proposal number three, which is the ratification of the appointment of Ernst & Young LLP as the independent public accountant of the company for the calendar year 2026. Further information on our engagement of Ernst & Young appears in the proxy statement. The chair will now entertain a motion for the proposal to ratify Ernst & Young as the company's independent public accountant for the year 2026.
I so move.
I second the motion.
We will now open proposal number three to discussion. Is there any discussion on the proposal?
There appears to be no discussion on the proposal.
The polls are now open for voting on all three proposals. Stockholders who have elected to vote during the meeting should submit their votes on all matters at this time. The polls will now close on all proposals. We now seem to have all the ballots and proxies at the meeting, and because all of those desiring to vote by ballot have done so, I hereby declare the polls closed.
The ballots and proxies will be held in the possession of the inspector of voting, who will now count the votes. While the inspector is counting the votes, we would like to take this opportunity to respond to stockholder questions submitted in advance of and during the meeting. I now invite Mr. Federico to address the stockholder questions.
Peter, our first question requests an overview of AGNC's dividend philosophy and the sustainability of the current $0.12 monthly dividend.
Thank you, Sean. That is a question that I know is top of mind for many of our investors. As we have discussed on prior earnings call, our board sets our dividend based on a multitude of factors. First and foremost, we want our dividend to align with the economic earnings power of our portfolio.
We evaluate our expectations for risk-adjusted returns for our portfolio over the intermediate and longer term and evaluate our dividend on that basis. Other considerations include the current and expected investment environment, the opportunity to deploy retained capital in an accretive fashion, our taxable income and distribution requirements as a REIT, and the market's preference for dividend stability. We continuously evaluate our dividend against that framework.
In light of market conditions and AGNC's current positioning, we believe our current $0.12 per month dividend, which has remained consistent since April of 2020, is appropriate and well-aligned with the economics of our business. With that, Sean, we go to question number 2.
Thanks, Peter. Our second question asks if, in light of the current Middle East conflict, AGNC is employing specific stress test scenarios from a risk management perspective.
Thank you. Risk management is a critical component of AGNC's overall risk management and portfolio management strategy. A key part of our risk management framework is continuously stress testing our portfolio against a wide range of interest rate and mortgage spread scenarios.
As a levered investor, we strive to avoid forced deleveraging events, so we take great care to ensure that we have sufficient liquidity to meet margin calls on our financing and hedging arrangements at all times and despite adverse rate and spread moves.
As a result of persistent market volatility that we have experienced over the last five or six years, we have maintained a relatively conservative portfolio profile and a very strong liquidity position. As such, we were well-prepared and positioned to navigate the recent market volatility associated with the Middle East conflict.
Thank you, Peter. Our third and final question seeks clarification on our capital management strategy, specifically around common share issuances and buybacks.
The primary consideration of our capital management strategy for the issuance and repurchase of our common stock is the accretion benefit of those transactions from the perspective of our existing shareholders. If our stock is trading at a premium to book value, and we have the opportunity to deploy the proceeds in assets that we believe provide favorable risk-adjusted returns, we will issue common stock, likely through our At-the-Market program, and use those proceeds to purchase agency mortgage-backed securities.
Issuing common stock at a premium to book value is accretive, meaning our book value at the end of the period will be higher than it would have been absent that issuance. Similarly, if our stock is trading at a discount to book value, and we do not believe incremental investment in agency mortgage-backed securities represent a more compelling use of that capital, we will repurchase our common stock. Repurchases of our common stock below book value also generate accretion.
Thank you, Peter. This concludes our question and answer session.
I understand that the inspector has completed his count of the votes. Ms. Reisman will now read the report.
With respect to proposal number one relating to the election of 10 directors, a majority of the votes cast were cast in favor of the election of each of the nominated directors in proposal number one.
Based on the inspector's tabulation, I declare that each nominated director has been reelected. Congratulations. Will Ms. Reisman please continue reading the report?
With regard to proposal number 2, a majority of the votes of all shares of the company's common stock cast on the proposal were cast in favor of approving an advisory resolution on executive compensation.
I declare that the advisory resolution on executive compensation is approved.
With regard to proposal number three, a majority of the votes of all shares of the company's common stock cast on the proposal were cast in favor of ratifying the appointment of Ernst & Young as the company's independent public accountant for the calendar year 2026.
I declare that the appointment of Ernst & Young as the company's independent public accountant for the calendar year 2026 has been ratified. The report of the inspector of voting has been accepted, and the inspector is directed to deliver a certificate as to the final tabulation of the vote to the secretary for filing with the minutes of this meeting.
At this time, I would like to express my appreciation to the stockholders who attended this meeting, as well as those who submitted their proxies but were not able to be present in person.
We invite all stockholders to join our quarterly earnings call. The first-quarter earnings call is scheduled for April 21 at 8:30 A.M., and details on how to join the call are available on our website. As there is no further business to come before this meeting, the meeting is adjourned.
The meeting has now concluded. Thank you for joining, and have a pleasant day.